AMENDED AND
RESTATED

    AGREEMENT TO SERVE AS MEMBER
OF THE BOARD OF DIRECTORS

    


    This
Amended and Restated Agreement to Serve as Member of the Board of Directors
(“Agreement”) is entered into by and between PREMIER POWER RENEWABLE ENERGY,
INC. (hereinafter referred to as PPRE) and Kevin Murray (hereinafter referred to
as MURRAY) and replaces in its entirety the Agreement to Serve as Member of the
Board of Directors dated October 11, 2008 (the “Original Agreement”) and
previously executed by the parties to this Agreement.  This Agreement
is dated as of December 19, 2008.

    


    WHEREAS
PPRE is a corporation duly organized and existing under the laws of the State of
Delaware

    


    WHERAS  MURRAY
is an individual  who has vast corporate executive
experience

    


    WHEREAS
as a result of MURRAY qualifications, PPRE desires nominate and to
elect  MURRAY to serve on its Board of Directors (hereinafter referred
to as BOARD)

    


    WHEREAS
MURRAY is willing to accept said nomination and election as a member of the
BOARD

    


    WHEREAS
the Original Agreement did not take effect and the parties now desire to enter
into this Agreement to memorialize the parties’ understandings and agreements
regarding MURRAY’s service on the BOARD.

    


    NOW IN
CONSIDERATION FOR THE MUTUAL PROMISES, COVENANTS, AND CONDITIONS CONTAINED
HEREIN , IT IS AGREED AS FOLLOWS:

    


    
      	
               
      

            	
              1.

            	
              Should
      MURRAY be elected by the required vote of PPRE shareholders or by the
      BOARD to serve on the BOARD, MURRAY hereby agrees to accept his membership
      on the BOARD and to dutifully serve.  MURRAY agrees to continue
      to accept his election of said member of the BOARD  and to so
      serve for  a period of no less  through October 15,
      2011, subject to re-election by the required vote of PPRE shareholders at
      the annual meeting of shareholders.

            


    

    


    
      	
               
      

            	
              2.

            	
              MURRAY
      shall be required to attend at least  Two (2) “In Person” BOARD
      Meetings, and two  (s) additional Telephonic BOARD Meetings per
      year.

            


    

    


    
      	
               
      

            	
              3.

            	
              PPRE
      shall pay to MURRAY as and for his compensation to serve as a member of
      its BOARD the following:

            


    

    


    
      	
               
      

            	
              a.

            	
              One
      Thousand Two Hundred and Fifty Dollars ( $1,250.00)  for
      Telephonic Board Meetings, and Two Thousand Five Hundred
      Dollars  ($2,500.00) per  in Person BOARD Meeting plus
      travel expenses to and back from said BOARD Meeting.  Such
      Travel shall include a Coach Air Line Ticket, and “On
      Ground”  transportation, to and back from
      the respective Airports and BOARD  Meeting Rooms. MURRAY shall
      receive no additional compensation  hereunder for attending the
      “Telephonic BOARD Meetings”

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              b.

            	
              The
      right to receive Fifty Thousand (50,000) of Common Class “A” Voting
      Stock.  Said  Stock shall vest to MURRAY as
      follows:

            


    

    


    
      	
               
      

            	
              i)

            	
              Upon
      the completion of the first year of service on the BOARD, 33% of the total
      shares due  to MURRAY shall
vest,

            


    

    
      	
               
      

            	
              ii)

            	
              Upon
      the completion second full year of service on the BOARD 33% of the total
      shares due  to MURRAY shall
vest,

            


    

    
      	
               
      

            	
              iii)

            	
              The
      remaining shares shall vest to MURRAY upon the completion of third full
      year of service.

            


    

    
      	
               
      

            	
              iv)

            	
              MURRAY
      may elect to take his cash compensation in the form of solar integration
      into his home or property provided at a standard employee discount,
      provided Premier is active in the area of his
  property.

            


    

     

    For
purposes of this Provision, MURRAY shall be required to use reasonable best
efforts to serve at each of the BOARD Meetings described in Paragraph 2 above,
in order for said shares to vest.

    


    However
notwithstanding the foregoing, should the shareholders , for any reason, other
than for cause, fail or refuse to nominate and elect MURRAY, after his first
full year of service as a member of the BOARD, then so long as MURRAY remains
ready, willing and able to so serve, he shall be deemed to have so satisfied the
provisions of attendance and dutiful service  so as to obtain the
herein described shares.

    


    The
shareholders failure of refusal to nominate and elect MURRAY shall be considered
“for cause” if any of the following events
are  discovered  and or occur:

    


    
      
        	
              	
                i)

              	
                MURRAY
      either fails to attend, or fails to act in an responsible and professional
      manner at each such subject BOARD Meeting,
  and/or

              



    

    
      
        	
              	
                ii)

              	
                MURRAY
      commits a felony or some other act against public and/or moral decency
      which would cast a negative publicity light   or stigma on
      the PPRE, and/or

              


      

    

    
      
        	
              	
                iii)

              	
                MURRAY
      breaches the  fiduciary obligation that he owes to PPRE by
      virtue of the fact that his is an elected  member of the BOARD
      by disclosing any Corporate proprietary information to any third party,
      and/or  conducts any deal and/or transaction that in any way
      conflicts and or competes  with the business of
    PPRE

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

    

    
      	
            	
              4. 

            	
              In
      addition to the compensation provided above, PPRE shall maintain, at its
      own costs and expense Directors Errors and Omission Insurance in an amount
      of no less thanTwo
      Million Dollars ($2,000,000), specifically including MURRAY and the other
      BOARD Members as insured.   Should the subject insurance
      coverage not be sufficient to cover any losses  occasioned by
      actions of the BOARD, then  PPRE agrees to indemnify and hold
      MURRAY harmless from and against any loss, damages, costs, expenses,
      liabilities, and or causes of action, which may arise as a result of his
      dutiful and responsible performance of his duties as a member of the
      BOARD.

            


    

     

    
      	
            	
              5. 

            	
              MISCELLANEOUS
      PROVISIONS:

            


    

    


               a)           The
parties hereto agree to execute any and all documents necessary to effectuate
the intent of this  Agreement.  Furthermore, the parties
hereto agree to comply with all statutory requirements with respects to the
transfer  of the instant shares.

    


               b)           This  Agreement
shall be the full and final Agreement between the parties and shall constitute
the full and final Agreement between the parties with respect to the subject
matter of this  Agreement.  This  Agreement shall
supersede any prior or contemporaneous Agreement, oral or written, between the
parties.

    


               c)           If
any provision of this  Agreement shall be found to be invalid or
unenforceable in any respect, the remainder of the Agreement shall remain in
full force and effect.  The Agreement shall be interpreted to provide
a full and reasonable commercial interpretation.

    


               d)           Any
and all modifications to this  Agreement must be undertaken in
writing  and signed by all parties.

    


               e)           This  Agreement
shall be interpreted according to the laws of the State of
California.  If any suit or litigation is instituted it shall be
brought in Sacramento, California.  The prevailing party in any such
litigation shall be entitled to their reasonable attorney’s fees and
costs.

    


               f)           All
parties warrant that they possess the full authority and capacity to enter into
this  Agreement and bind their respective associates.

    


               g)           This
Agreement may not be assigned by MURRAY  and services contracted for
herein are specific to MURRAY  and may not delegated and or assigned
to any other person other than MURRAY

     

    
      	
              PREMIER
      POWER RENEWABLE

              ENERGY,
      INC.

            	 	
              KEVIN
      MURRAY

            
	 
      	 	 
      
	
              /s/ Dean Marks

            	 	
              /s/ Kevin Murray

            
	
              By:
      Dean Marks, CEO

            	 	 
      


    

     

    
      
         

      

      
        3