For
Recorder’s Use Only





Recording
Requested By and


When
Recorded Return to:





PD1,
LLC


c/o
DeWind, Inc.


2026
McGaw Ave


Irvine,
CA 92614


Attn:  Michael
McIntosh










ASSIGNMENT
AND ASSUMPTION AGREEMENT




THE
      STATE OF TEXAS
            §§
            KNOW
      ALL MEN BY THESE PRESENTS:COUNTY
      OF RANDALL
            §





This ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “Agreement”) is made, dated and
effective as of October 6, 2008 (the “Effective Date”), between
HIGHER POWER ENERGY, LLC (“Assignor”), a Texas limited
liability company and PD1, LLC (“Assignee”), a Delaware limited
liability company.




RECITALS:




WHEREAS,
Assignor has been involved in the development of a wind power electricity
generating project in Randall County, Texas known as Palo Duro (the “Project”); and




WHEREAS,
Assignor has entered into those certain Option Agreements described in Exhibit
A attached hereto (collectively, the “Options”) with respect to the
Project; and




WHEREAS,
Assignor now desires to forever assign, convey and transfer to Assignee all of
its rights, title and interests in connection with the Options and Assignee
desires to receive such rights and assume all of the obligations,
responsibilities and liabilities of Assignor in, to or under the Options first
arising or accruing on or after the Effective Date.




AGREEMENT:




NOW, THEREFORE, in
consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:




1.           Assignment.  As
of the Effective Date, Assignor has assigned, conveyed and transferred and by
these presents hereby does assign, convey and transfer to Assignee all of its
rights, title and interests in, to and under the Options.




2.           Assumption.  Assignee
hereby takes and accepts as of the Effective Date, all of Assignor’s rights,
title and interests in, to and under the Options, and from and after the
Effective Date, Assignee shall be responsible for and shall perform all of those
obligations, responsibilities and liabilities in, to and under the Options first
arising or accruing on or after the Effective Date.









3.           Assignee’s
Indemnification.  Assignee hereby indemnifies, protects,
defends and holds Assignor, Assignor’s officers, employees and members and all
of their respective successors and assigns, harmless from any and all claims,
damages, losses, suits, proceedings, costs and expenses, including, without
limitation, reasonable attorneys’ fees (collectively, “Losses”), both known and
unknown, present and future, at law or in equity, arising out of, by virtue of
or in any way related to the breach by Assignee of (or Assignee’s failure to
timely perform) any or all of the obligations imposed on the optionee under the
Options, which obligations accrue from and after the Effective
Date.




4.           Assignor’s
Indemnification.  Assignor hereby indemnifies, protects,
defends and holds Assignee, Assignee’s officers, employees and members and all
of their respective successors and assigns, harmless from any and all Losses,
both known and unknown, present and future, at law or in equity, arising out of,
by virtue of or in any way related to the breach by Assignor of (or Assignor’s
failure to timely perform) any or all of the obligations imposed on the optionee
under the Options, which obligations accrued prior to the Effective
Date.




5.           No Representations or
Warranties.  Neither Assignor nor Assignee makes any
representations or warranties to the other party of any kind whatsoever in
connection with the transactions contemplated hereunder.




6         
  Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of each party and its successors and assigns.  Assignee may
assign its rights and obligations under this Agreement, in whole or in part,
without the need for Assignor’s consent.




7.           Recordation.  This
Agreement may be recorded in the Real Property Records of Randall County,
Texas.




8.           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.




9.           Enforcement.  If
any portion of this Agreement shall be determined to be invalid or
unenforceable, it shall be modified rather than voided, if possible, in order to
carry out the intent of this Agreement.  In any event, the remainder
of this Agreement shall be valid and enforceable to the fullest extent
possible.




10.           Counterparts.  This
Agreement may be executed in multiple counterparts, no one of which need be
executed by all parties hereto, each of which shall constitute an
original.  Counterparts thus executed shall together constitute one
and the same instrument.




[ Signature pages follow.]









IN
WITNESS WHEREOF, AND INTENDING TO BE LEGALLY BOUND HEREBY, Assignor and Assignee
have caused this Agreement to be duly executed and delivered by their authorized
representatives as of the Effective Date.





“ASSIGNOR”





HIGHER
POWER ENERGY, LLC,


a Texas
limited liability company








ByName:Title:
  THE
      STATE OF ___________
              §§COUNTY
      OF ___________
              §





On
_______________, 2008, ________________ of Higher Power Energy, LLC, known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument, personally appeared before me and
acknowledged to me that he/she executed the same in his/her respective
authorized capacity, on behalf of said entity.





Witness
my hand and official seal.





[Notary
Stamp/Seal]


Notary
      Public in and for the State of
______










“ASSIGNEE”





PD1,
LLC,


a
Delaware limited liability company





By:
                DeWind
      SWI Wind Farms, LLC, the sole memberByName:  Robert
      C. RughTitle:    Secretary
  THE
      STATE OF CALIFORNIA
                §§COUNTY
      OF ___________
                §





On
_________________, 2008 before me, ______________________________, personally
appeared ____________________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.





I certify
under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.





WITNESS
my hand and official seal.





[Notary
Stamp/Seal]


Notary
      Public in and for the State of
California









EXHIBIT
A




OPTION
AGREEMENTS




1.
            Option
      Agreement dated November 26, 2007 between Higher Power Energy, LLC and
      Rojean Kuhlman




2.
            Option
      Agreement dated October 3, 2007 between Higher Power Energy, LLC and
      Robert R. and Margaret A. Henry




3.
            Option
      Agreement dated October 3, 2007 between Higher Power Energy, LLC and Louis
      and Carolyn Hinders




4.
            Option
      Agreement dated October 2, 2007 between Higher Power Energy, LLC and David
      and Tami Hinders




5.
            Option
      Agreement dated October 4, 2007 between Higher Power Energy, LLC and
      Richard and Velda Harren, trustees of the Harren Family Living
      Trust




6.
            Option
      Agreement dated November 26, 2007 between Higher Power Energy, LLC and
      Kuhlman & Sons, LP




7.
            Option
      Agreement dated November 26, 2007 between Higher Power Energy, LLC and 5 R
      Trust




8.
            Option
      Agreement dated December 7, 2007 between Higher Power Energy, LLC and Don
      Adams




9.
            Option
      Agreement dated December 7, 2007 between Higher Power Energy, LLC, Arthur
      Cam Foreman and Lisa Foreman




10.
            Option
      Agreement dated December 7, 2007 between Higher Power Energy, LLC and
      Curtis S. Firkins and R. Ann Firkins, trustees of the Firkins Family
      Trust




11.
            Option
      Agreement dated December 7, 2007 between Higher Power Energy, LLC, George
      S. Oliver Sr., Trustee of the George S. Oliver and Mary Beth K. Oliver
      Revocable Trust, Helene Oliver Davis, Shirley Oliver Lewis, and Martha
      Oliver Conley, Trustee of the Martha Oliver Conley Revocable
      Trust




12.
            Option
      Agreement dated December 7, 2007 between Higher Power Energy, LLC, Earl
      Reynolds Trust and Edith Reynolds
Trust




13.
            Option
      Agreement dated January 8, 2008 between Higher Power Energy, LLC and
      Gilbert Irlbeck




14.
            Option
      Agreement dated January 23, 2008 between Higher Power Energy, LLC and the
      Ronald E. Walker Family Trust