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  (the “Agreement”) is entered into by and between PREMIER
POWER RENEWABLE ENERGY, INC. (hereinafter referred to as PPRE) and Robert
(“Bob”) Medearis  (hereinafter referred to as MEDEARIS) and replaces
in its entirety the Agreement to Serve as Member of the Board of Directors dated
October 30, 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  MEDEARIS
is an individual  who has vast corporate executive
experience

      


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

      


      WHEREAS
MEDEARIS 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 MEDEARIS’ service on the BOARD.

      


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

      


      
        	
                 
      

              	
                1.

              	
                Should
      MEDEARIS be elected by the required vote of PPRE shareholders or by the
      BOARD to serve on the BOARD, MEDEARIS hereby agrees to accept his
      membership on the BOARD and to dutifully serve.  MEDEARIS 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 PPRE’s annual meeting of
      shareholders.

              


      

      


      
        	
                 
      

              	
                2.

              	
                MEDEARIS
      or his authorized designee Andrew Hargadon shall be required to attend at
      least  Two (2) “In Person” BOARD Meetings, and
      two  (s) additional Telephonic BOARD Meetings per year,
      provided, however, that MEDEARIS agrees that he shall not delegate to
      Andrew Hargadon any and all of his managerial duties and obligations as a
      director including but not limited to MEDEARIS personally reviewing all
      information provided to each member of the BOARD for review and MEDEARIS
      personally making all of his own decisions required of him as a director
      (including but not limited to director voting decisions) regarding PPRE’s
      business and management.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                3.

              	
                PPRE
      shall pay to MEDEARIS 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. MEDEARIS shall receive no
      additional compensation  hereunder for attending the “Telephonic
      BOARDMeetings”

              


      

       

      
        	
                 
      

              	
                b.

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

              


      

      


      
        	
                 
      

              	
                i)

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

              


      

      
        	
                 
      

              	
                ii)

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

              
	 	
                iii)

              	The
      remaining shares shall vest to MEDEARIS after the completion of third full
      year of service.


      

      
      

       

      


      For
purposes of this Provision, MEDEARIS 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 not withstanding anything to the
contrary MEDEARIS may have Andrew Hargadon substitute for MEDEARIS in attending
the Board meetings for up to 50% of such Board meetings, provided, however, that
MEDEARIS will subsequently obtain and review all information provided to Andrew
Hargadon at the Board meetings and MEDEARIS further agrees that he will not
delegate to Andrew Hargadon and he will personally perform any and all of his
duties as a director, including but not limited to any voting decisions
regarding the corporation and its business that are raised for consideration at
the Board meetings.

      


      However
notwithstanding the foregoing, should the shareholders , for any reason, other
than for cause, fail or refuse to nominate and elect MEDEARIS, after his first
full year of service as a member of the BOARD, then so long as MEDEARIS 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.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


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

      


      
        
          	
                	
                  i)

                	
                  MEDEARIS
      or his designee Andrew Hargadon either fails to attend the minimum number
      of board meetings, or fails to act in an responsible  and
      professional manner at each such subject BOARD Meeting,
    and/or

                


        

      

      
        
          	
                	
                  ii)

                	
                  MEDEARIS
      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)

                	
                  MEDEARIS
      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

                


        

      

      


      
        	
              	
                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 than Two
      Million Dollars ($2,000,000), specifically including MEDEARIS 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
      MEDEARIS 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 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 MEDEARIS and services
contracted for herein are specific to MEDEARIS  and may not be
delegated
and or assigned to any other person other than MEDEARIS except as detailed
herein.

       

    

     

    
      	
              PREMIER
      POWER RENEWABLE

              ENERGY,
      INC.

            	 	
              ROBERT
      MEDEARIS

            
	 
      	 	 
      
	
              /s/ Dean Marks

            	 	
              /s/ Robert Medearis

            
	
              By:
      Dean Marks, Chief Executive Officer

            	 	 
      


    

     

    
      
        
        

      

      
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