EXHIBIT 33.2






RESTRICTED
STOCK PURCHASE AGREEMENT
 
 This
Stock Purchase Agreement (the “Agreement”)
is dated as of February 24, 2009 (the “Effective
Date”), and is entered into by and between OCTuS, Inc. a Nevada
corporation (the “Company”)
and George M. Ecker (the “Purchaser”)
(each a “Party” and
collectively, the “Parties”).
 
 The
Company desires to retain the Purchaser as an executive officer of the
Company.  In consideration of the promises, representations,
warranties, covenants and conditions set forth in this Agreement, the Parties
hereto mutually agree as follows:
 
 1.         
   Issuance of Shares; Purchase
Price.  At the Effective Time, the Company shall sell and issue
to Purchaser, and Purchaser shall acquire from the Company, fifteen million
(15,000,000) shares (the “Shares”)
of the Company’s common stock, $0.001 par value per share, for an aggregate
purchase price of $23,250.  The consideration for the Shares shall
consist of services rendered and intellectual property contributed to the
Company by the Purchaser.
  2.          
  Right to Repurchase Shares.
  2.1           Vesting Upon a Change in
Control.  In the event of a “Change in Control” (as defined
below), the Company’s right to repurchase pursuant to any Section of this
Agreement shall expire with respect to all the Shares immediately upon the
execution of an agreement to effect such Change in Control.  The
number of Shares with respect to which the Company’s right to repurchase shall
expire pursuant to this Agreement shall be appropriately adjusted for stock
dividends, combinations, splits, recapitalizations and the like.  For
purposes of this Agreement, a “Change in Control” shall mean the occurrence of
any one of the following: (i) a sale of substantially all of the Company’s
assets; or (ii) any merger, consolidation or reorganization of Company whether
or not another entity is the survivor, pursuant to which holders of all the
shares of capital stock of Company outstanding prior to the transaction hold, as
a group, less than 50% of the shares of capital stock of Company outstanding
after the transaction.
  Event
              
              Number of Sharesas to Which
                RepurchaseRightLapsesCompletion
      of sale of equity securities of the Company after the Effective Date with
      proceeds to the Company of $100,000 or more
              
              3,750,000
      SharesExecution
      by the Company of license agreement or purchase contract with at least two
      third parties to acquire or license technologies and/or products related
      to the Company’s intended business
              
              3,750,000
      SharesReceipt
      of revenue from the sale by the Company of products licensed or owned by
      the Company
              
              3,750,000
      SharesExecution
      by the Company of a renewable energy and/or energy efficiency project
      contract
              
              3,750,000
      Shares
  2.2           Lapse of Repurchase
RightsUpon
Achievement of Milestones.  The Company’s right to repurchase
Shares shall lapse as to the portion of the Shares set forth below, upon
the occurrence of the events set forth below as reasonably and in good
faith determined by the Company within one year after the Effective
Date:
  1
  2.3           Exercise of Repurchase
Right.  The Company may exercise its right of repurchase set
forth in this Section 2 by written notice to the Purchaser within 90 days after
the first anniversary of the Effective Date after which time the Company’s right
to repurchase such shares will expire.  If the Company (or its
assignee) exercises its right of repurchase, the Purchaser shall, if necessary,
endorse and deliver to the Company (or its assignee) the stock certificate(s)
representing the portion of Shares being repurchased, and the Company (or its
assignee) shall pay the Purchaser the total repurchase price in cash upon such
delivery.  The Purchaser shall cease to have any rights with respect
to such repurchased portion of the Shares immediately upon receipt of the
repurchase price from the Company.
  3.       
     Other Restrictions on Resale
of Shares.
  3.1           Legends.  The
Purchaser understands and acknowledges that the Shares are not registered under
the Securities Act of 1933, as amended (the “Act”), and
that under the Act and other applicable laws the Purchaser may be required to
hold such Shares for an indefinite period of time.  Each stock
certificate representing Shares shall bear the following legends, as well as any
other legend that the Company may reasonably determine is necessary or
appropriate:
  “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE
CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
  4.           Representations and
Acknowledgments of the Purchaser.  The Purchaser hereby
represents, warrants, acknowledges and agrees that:
  4.1           Investment.  The
Purchaser is acquiring the Shares for the Purchaser’s own account, and not
directly or indirectly for the account of any other person.  The
Purchaser is acquiring the Shares for investment purposes only and not with a
view to distribution or resale thereof except in compliance with the Act and any
applicable state laws regulating securities.
  4.2           Access to
Information.  The Purchaser has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of the
Company with respect to the terms and conditions of the transactions
contemplated hereby and with respect to the business, affairs, financial
condition and results of operations of the Company.  The Purchaser has
had access to such financial and other information as is necessary in order for
the Purchaser to make a fully informed decision as to investment in the Company,
and has had the opportunity to obtain any additional information necessary to
verify any of such information to which the Purchaser has had
access.
  2
  4.3           Pre-Existing
Relationship.  The Purchaser further represents and warrants
that he has either (i) a pre-existing relationship with the Company or one or
more of its officers or directors consisting of personal or business contacts of
a nature and duration which enable him to be aware of the character, business
acumen and general business and financial circumstances of the Company or any
such officer or director with whom such relationship exists or (ii) such
business or financial expertise as to be able to protect his own interests in
connection with the purchase of the Shares.
  4.4           Speculative
Investment.  The Purchaser understands that his purchase of the
Shares is highly speculative in nature and is subject to a high degree of risk
of loss in whole or in part; the amount of such investment is within the
Purchaser’s risk capital means and is not so great in relation to the
Purchaser’s total financial resources as would jeopardize the personal financial
needs of the Purchaser and the Purchaser’s family in the event such investment
were lost in whole or in part.
  4.5           Unregistered
Securities.
  (a)           The
Purchaser must bear the economic risk of investment for an indefinite period of
time because the Shares have not been registered under the Act and therefore
cannot and will not be sold unless they are subsequently registered under the
Act or there exists an available exemption from such
registration.  The Company has made no agreements, covenants or
undertakings whatsoever to register the Shares, or any portion thereof, under
the Act.  The Company has made no representations, warranties or
covenants whatsoever as to whether there exists any exemption from the Act,
including, without limitation, any exemption for limited sales in routine
brokers’ transactions pursuant to Rule 144 under the Act, and that any such
exemption pursuant to Rule 144, if available at all, will not be available
unless:  (i) a public trading market then exists in the Company’s
common stock, (ii) adequate information as to the Company’s financial and other
affairs and operations is then available to the public, and (iii) all other
terms and conditions of Rule 144 have been satisfied.
  (b)           The
Shares have not been registered or qualified under any applicable state laws
regulating securities and therefore the Shares cannot and will not be sold
unless they are subsequently registered or qualified under any such applicable
state laws or there exists an available exemption therefrom.  The
Company has made no agreements, covenants or undertakings whatsoever to register
or qualify the Shares under any such state laws.  The Company has made
no representations, warranties or covenants whatsoever as to whether any
exemption from such states laws will become available.
  5.          
  Tax
Advice.  The Purchaser acknowledges that the Purchaser has not
relied and will not rely upon the Company or the Company’s counsel with respect
to any tax consequences related to the ownership, purchase, or disposition of
the Shares.  The Purchaser assumes full responsibility for all such
consequences and for the preparation and filing of all tax returns and elections
which may or must be filed in connection with such Shares.  The
Purchaser has executed and delivered to the Company an Acknowledgement, attached
hereto as Attachment
1.
  3
 
 6.           
 No
Commitment.  Nothing in this Agreement gives Purchaser any
rights to remain an employee or director of, or a consultant to, the Company or
constitutes an agreement that the Purchaser will be employed or retained by the
Company for any term.
  7.        
    Notices.  Any
notice, request or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been duly given if personally delivered
or mailed by registered or certified mail, postage prepaid, or by recognized
overnight courier or personal delivery or sent by facsimile, addressed (i) if to
the Purchaser, at the address set forth on the signature page hereof or such
other address as it has furnished to the Company in writing, or (ii) if to
Company, at the address set forth on the signature page hereof or such other
address as it has furnished to the Purchaser in writing in accordance with this
subsection.  A notice shall be deemed effectively given, (a) upon
personal delivery to the party to be notified; (b) one business day after
transmission by confirmed facsimile; (c) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid; or (d)
one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt.
  8.         
   Binding
Effect.  This Agreement shall be binding upon the heirs, legal
representatives and successors of the Company and of the Purchaser; provided,
however, that the Purchaser may not assign any rights or obligations under this
Agreement.  The Company’s rights under this Agreement shall be freely
assignable.
  9.         
   Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into and to be performed entirely within the State of California by
residents of the State of California.
  10.           Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties pertaining to the Shares and supersedes all prior and
contemporaneous agreements, representations, and understandings of the
parties.
  11.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall be deemed to constitute one and the
same instrument.
  [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
  4
  IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
  OCTUS,
      INC.
                  A
      Nevada corporationBy:Name:
      David PereTitle:
      Chairman of the BoardAddress:
  PURCHASERBy:
                  /s/ George
      M. EckerAddress:
      7040 Avenida Encinas #374, Carlsbad CA 92011
 5
  ATTACHMENT
1
 
 ACKNOWLEDGMENT
AND STATEMENT
 OF
DECISION REGARDING ELECTION
 PURSUANT
TO SECTION 83(b) OF
 THE
INTERNAL REVENUE CODE
 
 The
undersigned (which term includes the undersigned’s spouse, if applicable),
purchaser of 15,000,000 shares of Common Stock of Octus, Inc., a Nevada
corporation (the “Company”), pursuant to a Restricted Common Stock Purchase
Agreement dated as of February __, 2009 (the “Agreement”), hereby states as
follows:
 
 1.           The
undersigned acknowledges receipt of a copy of the Agreement.  The
undersigned has carefully reviewed the Agreement.
 
 2.           The
undersigned either [check as applicable]:
 
 ___  (a) has consulted and has been fully advised by, the
undersigned’s own tax advisor, _________________________, whose business address
is _____________________ ___________________________________________,
regarding the federal, state and local tax consequences of purchasing the shares
under the Agreement, and particularly regarding the advisability of making
elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended (the “Code”), and pursuant to the corresponding provisions, if any, of
applicable state laws; or
 
 ___  (b) has knowingly chosen not to consult such a tax
advisor.
 
 3.           The
undersigned hereby states that the undersigned has decided [check as
applicable]:
 
 ___  (a) to make an election pursuant to Section 83(b) of the
Code, and is submitting to the Company, together with the undersigned’s executed
Agreement, an executed “Election Pursuant to Section 83(b) of the Internal
Revenue Code,” which is attached hereto as Exhibit A;
or
 
 ___  (b) not to make an election pursuant to Section 83(b)
of the Code.
 
 4.           Neither
the Company nor any representative of the Company has made any warranty or
representation to the undersigned with respect to the tax consequences of the
undersigned’s purchase of shares under the Agreement or of the making or failure
to make an election pursuant to Section 83(b) of the Code or the corresponding
provisions, if any, of applicable state law.
  6
 
 5.           The
undersigned is also submitting to the Company, together with the Agreement, an
executed original of an election, if any is made, of the undersigned pursuant to
provisions of state law
corresponding to Section 83(b) of the Code, if any, which are applicable to the
undersigned’s purchase of shares under the Agreement.
 
 Date:  _________,
2009
 
 
 ______________________________________
 Purchaser
  Date:  __________,
      2008Purchaser’s Spouse,
      if applicable
  7
 EXHIBIT
A
 
 ELECTION
PURSUANT TO SECTION 83(b)
 OF THE
INTERNAL REVENUE CODE
 
 The
undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended, to include in the undersigned’s gross income for the 2009
taxable year the excess (if any) of the fair market value of the property
described below, over the amount the undersigned paid for such property, and
supplies herewith the following information in accordance with the Treasury
regulations promulgated under Section 83(b):
  1.           The
undersigned’s name, address and taxpayer identification (social security) number
are:
 Name:Address:Social
      SecurityNumber:
  2.           The
property with respect to which the election is made consists of 15,000,000
shares of Common Stock of Octus, Inc., a Nevada corporation (the
“Company”).
 
 3.           The
shares were transferred to the undersigned on February __, 2009, and the taxable
year to which this election relates is 2009.
 
 4.           The
shares are subject to the following restrictions: (a) a right of repurchase by
the Company, at the initial purchase price, if certain milestone events are not
achieved before the first anniversary of the date of purchase of the shares,
with the repurchase right lapsing as to a portion of the shares upon the
occurrence of one or more of the various events, with a portion of the shares
vesting upon the occurrence of each particular event.
 
 5.           The
fair market value of the shares at the time of transfer (determined without
regard to any restrictions other than those which by their terms will never
lapse) was $________ per share.
 
 6.           The
amount paid for the shares by the undersigned was $_____ per share.
 
 7.           A
copy of this election has been furnished to the Company.
 
 Date:  __________,
      2008Name:
    8