**SEPARATION
      AGREEMENT AND RELEASE**




This
      Separation Agreement and Release (the “Agreement”), is made and entered as of
      the 12th day of March, 2007 (the “Effective Date”), by and between MMC Energy,
      Inc. (the “Company”), on the one hand, and Martin Quinn (the “Executive”), on
      the other hand.


**WHEREAS** ,
      the
      Executive was an employee of the Company holding the position of President
      and
      Chief Operating Officer, and was a member of the Board of Directors of the
      Company; and




**WHEREAS** ,
      the
      Company and the Executive severed their employment relationship with the
      Executive on the date first written above;




**NOW,
      THEREFORE** ,
      in
      consideration of the promises herein contained, and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and the Executive, intending to be legally bound hereby, agree as
      follows:




1.  The
      Executive acknowledges that he is entitled to no damages, payments, benefits,
      compensation, remuneration, back pay, front pay, costs, expenses or fees of
      any
      kind as a result of his employment with the Company and/or the termination
      of
      that employment, except as provided in this Agreement.




2.  In
      consideration for the Executive’s promises contained herein, if, upon the
      expiration of the revocation and cancellation period (the “Revocation Period”)
      described in Paragraph 16 below, the Executive has not revoked this Agreement
      and has properly executed and delivered this Agreement as described in Paragraph
      8(a) below, then in consideration thereof, the Company shall pay following
      amounts to the Executive:




a.
            Withina
                reasonable time, not to exceed ten (10) days from the date of the
                Agreement, the Company shall pay the Executive $300,000in
                full satisfaction of all of the below categories described in the
                Employment Agreement between the Executive and the Company, dated
                May
                2006:




i.
            Executive’s
                base salary through the Scheduled Termination Date, which is May
                15,
                2009;




ii.
            Vacation
                days that the Executive would have accrued through the Scheduled
                Termination Date; and




iii.
            Severance
                payments to Executive.




b.
            In
                addition, the Company shall pay for continued coverage under the
                health
                and life insurance plans in which the Executive was a participant
                immediately prior to his last date of employment with the Company
                (each,
                an “Existing Plan” and collectively, the “Existing Plans”), or, in the
                event that any such Existing Plan does not permit coverage of the
                Executive following his last date of employment with the Company,
                under
                health and life insurance plans that provide substantially similar
                coverage to the Existing Plans, through the earlier of the Scheduled
                Termination Date or until the Executive obtains other
                employment.







c.
            In
                addition, theCompanyshall pay the unpaid 2006 Annual bonus to the Executive in the amount
                of
                $87,500, which amount shall include the previously stated bonus amount
                of
                $24,062.




d.
            In
                addition, the Company shall pay any earned but unpaid base salary
                and
                unused vacation days accrued through the Executive’s last day of
                employment with the Company, which date shall be March 12, 2007,
                which
                amount is to be calculated according to the records of the Company
                and
                paid in full to the Executive.




3.  The
      Executive’s options to purchase the Company’s common stock shall expire on the
      date of the termination of the Executive’s employment, which date shall be March
      12, 2007.




4.  At
      the
      time of the next underwritten public offering of common stock, the Executive
      shall offer 100% of his shares in such public offering with Executive as a
      “selling stockholder” under the related registration statement, which commitment
      shall be subject to a minimum floor sale price of $1.00 per share for each
      of
      the 4,097,088 shares owned by the Executive (such minimum floor sale price
      to be
      appropriately adjusted basis for any stock splits or reverse stock splits or
      combination and the like, which may occur). In such event, Executive would
      be
      required to execute such agreements and documents as are customary in connection
      with being a selling stockholder in an underwritten public offering. Executive’s
      participation shall be subject to a standard underwriters’ cutback permitting
      the exclusion of Executive’s shares if the lead underwriter advises Executive
      such cutback is necessary for marketing reasons (the “Underwriter’s Cutback”).
      Upon the execution of this Agreement, Executive shall also be obligated to
      sign
      the lock-up agreement in the form attached hereto as Exhibit B (the “Lock-Up
      Agreement”) in favor of the underwriters restricting sales of Executive’s shares
      not sold in the public offering for the full period of the required
      underwriters’ lock-up following the consummation of an underwritten offering.
      The Lock-Up Agreement would apply to all Executive’s shares excluded pursuant to
      the Underwriter’s Cutback and all Executive’s shares that are otherwise not sold
      in the public offering, except that, the Company agrees to use commercially
      reasonable efforts to limit the term of Executive’s lock-up period to ninety
      (90) days following consummation of such underwritten offering (subject to
      extension in regulatory circumstances as specifically described in the Lock-Up
      Agreement). In the event that shares held by other stockholders of the Company
      (together with the Executive, the “Selling Stockholder”) are included in the
      public offering and the lead underwriter advises the Executive and the Company
      that some or all of the shares to be sold by the Selling Stockholders should
      be
      excluded from the public offering for marketing reasons, then the Company agrees
      that it shall use commercially reasonable efforts to arrange for such cut-back
      to be made on a pro rata basis among the Selling Stockholders (based upon the
      number of shares that each such Selling Stockholder proposes to include in
      the
      public offering); *provided,
      however,* that the
      Executive recognizes and agrees that the Company is subject to Section 3(c)
      of
      that certain Registration Rights Agreement, dated May 15, 2006 (the
“Registration Rights Agreement”), that obligates the Company to give priority on
      cut-backs to any Selling Stockholder party to the Registration Rights Agreement.
      The Lock-Up Agreement shall expire if the public offering is not consummated
      on
      or before September 30, 2007.




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5.  Subject
      to the Lock-Up Agreement, in the event the Company does consummate an
      underwritten public offering on or before September 30, 2007, and/or the
      Executive does not sell all of his shares in such offering because such offering
      does not meet the minimum floor price of $1.00 per share or for any other
      reason, then the Executive’s remaining shares shall then be freely tradable in
      the open market promptly following the later of the expiration of the
      underwriters’ lock-up period or the expiration of the Lock-Up Agreement, subject
      to the limitations set forth in Rule 144 of the Securities Act of 1933, as
      amended, and compliance with applicable securities laws. If the Lock-Up
      Agreement expires as contemplated by the final sentence of Section 4 above
      or
      otherwise and the Executive still holds shares of the Company’s common stock,
      then upon the subsequent written demand of the Executive, the
      Company shall as soon as is reasonably practicable file with the SEC a
      registration statement relating to the resale by the Executive of all of his
      remaining shares and the Company shall use its commercially reasonable efforts
      to cause such registration statement to be declared effective as soon as
      reasonably practicable thereafter;*provided,
      however,*that the
      Company shall not be obligated to effect any such registration or keep such
      registration effective: (i) in any particular jurisdiction in which the Company
      would be required to qualify to do business as a foreign corporation or as
      a
      dealer in securities under the securities or blue sky laws of such jurisdiction
      or to execute a general consent to service of process in effecting such
      registration, qualification or compliance, in each case where it has not already
      done so or (ii) during any Blackout Period (as defined in the Registration
      Rights Agreement);*provided,
      however,*that the
      foregoing commitment to file and maintain an effective registration statement
      shall not apply to any shares held by the Executive that may be resold
      immediately without registration under Rule 144 of the Securities Act of 1933
      if
      the Company’s counsel is willing to render a customary opinion to such effect,
      subject to the Executive making representations to such counsel as are
      customarily made in such context.




6.  In
      no
      event shall Executive be permitted to “block” any underwritten public offering.
      Executive shall be required to sell the entirety of his shares in any such
      public offering provided such public offering is consummated at a price to
      the
      public of at least $1.00 per share (to be appropriately adjusted basis for
      any
      stock splits or reverse stock splits or combination and the like, which may
      occur).




7.  The
      Company’s performance of its obligations under this Agreement shall not be
      construed or interpreted as an admission of any wrongdoing, fault, or liability
      by the Company.




8.  The
      parties’ obligations under this Agreement are expressly conditioned upon the
      following:




a.
            TheExecutive’sdelivery to the Company of one copy of this Agreement, properly executed
                by the Executive and containing his original signature, along with
                further
                execution and/or delivery by the Executive of any and all other documents
                necessary to effectuate the provisions of this
                Agreement;




3




b.
            The
                Executive’s representation that he has not instituted, and will not
                institute in the future, any actions, suits, claims, appeals, grievances,
                arbitration, complaints or charges with any court, tribunal or federal,
                state or city agency or other remedial body against the Company,
                its
                principals and/oraffiliatesrelating to matters arising out of or involving the Executive’s employment
                with the Company, or the termination of that employment; except that
                nothing in this Agreement precludes the Executive from instituting
                a
                claim, charge, suit, action or appeal for the purpose of enforcing
                his
                contractual rights under this
                Agreement;




c.
            The
                Executive’s agreement not to solicit or contact any person concerning the
                maintenance of any claims or actions whatsoever against the Company,
                its
                principals and/or affiliates; except thatnothingin
                this Agreement precludes the Executive from responding to legal
                process;




d.
            The
                Executive’s representation and warranty that he has not actually or
                purportedly, in whole or in part, assigned or transferred to any
                person or
                entity any claim which the Executive may have had or has against
                the
                Company and accordingly hereby agrees to indemnify, defend and hold
                harmless the Company for any claim based upon or arising out of such
                assignment or transfer;




e.
            TheExecutive’sagreement
                that he shall perform all obligations under Section 13 of the Employment
                Agreement, “Non-Competition and Non-Solicitation,” except that such
                obligations shall only extend to the states of California, Arizona
                and
                Nevada and to certain named entities with whom the Company has material
                contracts, as set forth on the attached Exhibit A. The Executive’s
                obligations under Section 13 of the Employment Agreement shall continue
                for a period of one (1) year from the date of Executive’s resignation as
                President and Chief Operating Officer, and as a member of the Board
                of
                Directors of the Company;




f.
            The
                Executive’s agreement that Section 12 of the Employment Agreement,
                “Confidential Information,” shall survive the termination of Executive’s
                employment and the execution of the Agreement;




g.
            The
                parties’ agreement that (1) the Executive’s employment with the Company is
                not being terminated for “Cause,” (2) the Executive is not being removed
                as a Director of the Company for “Cause” and (3) the Executive is
                resigning as a director and officer of the Company in order to pursue
                other interests and not as the result of any
                disagreement;




h.
            The
                parties’ agreement that they will not say, write or cause to be said or
                written, directly or indirectly, any statement that may be considered
                defamatory, negative, critical, malicious, belittling, unfavorable,
                pejorative, deprecatory, derogatory or disparaging with respect to
                the
                Executive or the Company, its principals and/or affiliates to any
                third
                party;




4




i.
            The
                Company’s agreement that in response to any inquiries from prospective
                employers of the Executive, the Company shall state only the dates
                of the
                Executive’s employment with the Company and that the Executive served as
                the Company’s President and Chief Operating Officer, and as a member of
                the Board of Directors of the Company;
                and




j.
            The
                Company’s agreement that upon execution of the Agreement, the Company
                shall undertake good faith efforts to obtain an expedited release
                of the
                Executive’s personal guaranty relating to the Loan and Security Agreement
                with TD Banknorth; and




k.
            The
                Executive’s agreement to return all MMC files and materials, regardless of
                the format in which such files and materials exist, to MMC, including,
                but
                not limited to, MMC files currently stored on the Executive’s home
                computer which files the Executive agrees to provide to MMC in “disk
                format” and which files the Executive agrees to delete from his home
                computer, the Executive acknowledging that he is entitled to no payment
                from MMC hereunder until such files and materials are provided as
                described herein.




9.  In
      consideration for the above, and except with respect to the performance of
      obligations contained in this Agreement, the Executive, on behalf of himself
      and
      all heirs, personal representatives, and assigns, by execution of this
      Agreement, does hereby fully, completely and unconditionally forever release
      and
      discharge the Company and its successors, assigns, current and former employees,
      directors, officers, trustees, shareholders, members, agents, parents,
      affiliates, subsidiaries, representatives, insurers, attorneys, independent
      contractors and all other related or affiliated persons and entities of and
      from
      any and all liability, claims, causes, demands, obligations, actions, contracts,
      promises, agreements, damages, attorneys’ fees, costs, liabilities, rights and
      allegations of whatever kind and nature, known or unknown, including, but not
      limited to, such matters based on, arising out of, or related to the Executive’s
      employment with the Company or the termination of that employment. This release
      includes, but shall not be limited to, any and all claims for breach of
      contract, implied or express; impairment of economic or business opportunity;
      intentional or negligent infliction of emotional distress; false arrest;
      assault; battery; false imprisonment; prima facie tort; defamation; libel;
      slander; negligent termination; malicious prosecution; or any other tort,
      whether intentional or negligent; or any claim or cause of action known or
      unknown under Title VII of The Civil Rights Act of 1964; the Equal Pay Act;
      the
      Fair Labor Standards Act; the Employment Retirement Income Security Act of
      1974
      (except as to claims pertaining to vested benefits under an employee benefit
      plan); the Rehabilitation Act of 1973; the Civil Rights Acts of 1866 and 1871;
      the Civil Rights Act of 1991 (Public Law 102-106, 105 Stat. 1071-1100); the
      Americans With Disabilities Act of 1990; the Family and Medical Leave Act of
      1993; the False Claims Act; the Labor Management Relations Act; the Age
      Discrimination in Employment Act of 1967; the Older Workers Benefit Protection
      Act of 1990; the United States Constitution or any other federal, state, county
      or municipal statute or ordinance relating to employment or any claims growing
      out of any restrictions on the Company’s right to terminate its employees,
      including, but not limited to, claims relating to wages, bonuses, contract
      or
      wrongful discharge. This Agreement covers claims of which the Executive
      currently may or may not have knowledge.




5




10.  In
      consideration for the above, and except with respect to the performance of
      obligations contained in this Agreement and the Lock-Up Agreement, the Company,
      on behalf of itself and all its successors, assigns, current and former
      employees, directors, officers, trustees, shareholders, members, agents,
      parents, affiliates, subsidiaries, representatives, insurers, attorneys,
      independent contractors and all other related or affiliated persons and entities
      by execution of this Agreement, does hereby fully, completely and
      unconditionally forever release and discharge Executive and all heirs, and
      personal representatives from any and all liability, claims, causes, demands,
      obligations, actions, contracts, promises, agreements, damages, attorneys’ fees,
      costs, liabilities, rights and allegations of whatever kind and nature, known
      or
      unknown. This release includes, but shall not be limited to, any and all claims
      for breach of contract, implied or express; impairment of economic or business
      opportunity; fraud; intentional or negligent infliction of emotional distress;
      prima facie tort; defamation; libel; slander; or any other tort, whether
      intentional or negligent; or any claim or cause of action known or
      unknown.




11.  The
      Executive acknowledges and agrees that in the event of a breach of paragraph
      8(e) or 8(f) above, the Company shall be entitled to appropriate injunctive
      relief, including an immediate temporary restraining order and/or permanent
      injunction without the necessity of the Company posting a bond.




12.  The
      Executive acknowledges that he understands that this Agreement is a legally
      binding agreement and that the Company advised him to review it with legal
      counsel of his choice before executing the Agreement.




13.  The
      Executive represents and acknowledges that in executing this Agreement, he
      does
      not rely, and has not relied, upon any representation not set forth herein,
      made
      by the
      Company or
      any of
      its employees, agents, or attorneys with regard to the subject matter, basis
      or
      fact of this Agreement or otherwise.




14.  The
      Executive acknowledges that this Agreement is intended to address and cover
      any
      rights he **** may
      have
      under the governing law. The Executive’s signature below will confirm that he is
      entering into this Agreement freely and with a full understanding of its terms
      and effect, including that he is giving up his right to bring any claim against the
      Company  in
      accordance with Paragraph 9 above .




15.  The
      Executive acknowledges that he has been given twenty-one (21) days during which
      to consider this Agreement and that he executes this Agreement freely and
      voluntarily and that he is under no duress at the time of his
      execution.




16.  The
      Executive shall have a period of seven (7) calendar days from the date he signs
      this Agreement to revoke and cancel this Agreement (the “Revocation Period”).
      Any revocation and cancellation must be in writing, signed by the Executive
      and
      delivered in duplicative originals to the Company before the close of business
      of the seventh (7th) calendar day following the date the Executive signs this
      Agreement. This Agreement shall in no event become effective until such seven
      (7) day period passes.




6




17.  The
      construction of this Agreement shall be in accordance with, and governed by,
      the
      law of the State of New York, without regard to New York’s conflict of law
      rules.




18.  The
      parties consent to the exclusive jurisdiction of the Federal or State courts
      of
      the State of New York to resolve any and all disputes arising out of or relating
      to this Agreement.




19.  This
      Agreement sets forth the entire agreement between the parties hereto and
      supersedes any and all prior agreements or understandings between them
      pertaining to the subject matter hereof. This Agreement may be modified only
      by
      a subsequent and written instrument, executed by all parties.




20.  This
      Agreement shall become effective, subject to its terms including, without
      limitation, the terms of Paragraphs 8(a), 8(k) and 16 above, when the Agreement
      has been signed by each of the parties.




21.  This
      Agreement may be executed in counterparts and as so executed shall constitute
      one agreement, binding on all parties.




22.  If
      any
      provision of this Agreement or the application thereof becomes or is declared
      by
      a court of competent jurisdiction to be illegal, void or unenforceable, the
      remainder of this Agreement will continue in full force and effect; except
      that
      if the releases contained herein are declared illegal, void or unenforceable
      by
      a court of competent jurisdiction, the entire Agreement shall become a nullity
      and any amounts paid in consideration hereunder shall be returned to the
      Company. The parties further agree to replace any other illegal, void or
      unenforceable provision of this Agreement with a legal, valid, and enforceable
      provision that will achieve, to the extent possible, the economic, business,
      and
      other purposes of such illegal, void or unenforceable provision.




**IN
      WITNESS THEREOF** ,
      the
      undersigned have executed this Agreement on the dates noted below.


/s/
              Martin
              QuinnMartin
              QuinnDate:
                March 12, 2007ON
                BEHALF OF MMC ENERGY, INC./s/ Karl Miller**Karl
              Miller, CEO**Date:
                March 12, 2007




7




**EXHIBIT
      A**




Bingham
      Energy Consultants LLC


Calpine
      Power Services LLC


Camelot
      Technologies Group, Inc.


DLA
      Piper
      US LLP


Donelle
      Griffin


Emerson
      (Electronic Reliability Services, Inc.)


PPM
      Energy Incorporated


Pro
      Energy Services, LLC


RCAT
      (Incorporated)/Resource Catalyst


Robert
      Bingham


Sulzer
      Hickham, Inc.


Trimark
      Associates, Inc.


Wood
      Group Generator Services


Wood
      Group Pratt Whitney


Worley
      Parsons Group Inc


ZGlobal
      Engineering & Energy Solutions




8


**EXHIBIT
      B**




[Lock-Up
      Agreement]




9