RIDER TO SECURITY AGREEMENT EXECUTED BY NONBORROWER GRANTOR

That certain Commercial Security Agreement dated July 13, 2009 ( “Security Agreement” ) is given as security to UMPQUA BANK, an Oregon corporation (“ Lender ”) by PREMIER POWER RENEWABLE ENERGY, INC., a California corporation(" Grantor " and “Nonborrower Grantor ”) to secure Indebtedness of PREMIER POWER RENEWABLE ENERGY, INC.,a Delaware corporation (“ Borrower ”) to Lender.  Capitalized terms used but not defined in this Rider shall have the meanings ascribed in the Security Agreement.  In consideration of the Loan extended by the Lender to Borrower, Grantor, as Nonborrower Grantor, agrees as follows:

1.           The obligations under the Security Agreement are joint and several and are independent of and in addition to the undertakings of Borrower pursuant to the Notes and the other documents evidencing and securing the Loans (the “ Loan Documents ”), any evidence of indebtedness issued in connection with the Loan to Borrower, or any deed of trust or security agreement given to secure the Loan to Borrower, any guaranties given in connection with the Loan to Borrower, and any other obligations of Borrower or any guarantor to Lender;

(A)           extend or change the time of payment or performance or the manner, place, or terms of payment or performance of any of the Indebtedness;

(B)           exchange, release, or surrender any of the collateral security, or any part of it, by whomever deposited, which is now or may later be held by Lender in connection with any of the Indebtedness;

(C)           sell or purchase any of the collateral at public or private sale, or at any broker's board, in the manner permitted by law, and after all costs and expenses of every kind for collection, sale, or delivery, the net proceeds of any sale may be applied by Lender on any of the Indebtedness; and

(D)           settle or compromise with Borrower, or any other person liable, any of the Indebtedness, or subordinate the payment of it, or any part of it, to the payment of any other debts or claims, that may at any time be due or owing to Lender or any other person or entity;

3.           Lender will be under no obligation to marshal any assets in favor of Borrower or Nonborrower Grantor or in payment of any of the Indebtedness; and

4.           The Nonborrower Grantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Nonborrower Grantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it may have against the Borrower or any other person, or against any collateral for the Loan to Borrower or other security for any of the Indebtedness.

5.           Nonborrower Grantor waives:

(A)           presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance, and any other notice with respect to any of the Indebtedness and this Security Agreement, and promptness in commencing suit against any party, or in giving any notice to or making any claim or demand on Nonborrower Grantor;

(B)           any right to require Lender to proceed against Borrower or any other guarantor, proceed against or exhaust any security held from Borrower or any other guarantor, or pursue any remedy in Lender's power;

(C)           any defense based on any legal disability or other defense of Borrower, any other guarantor, or other person or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Note and the performance of the Indebtedness;

(D)           any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of any Borrower;

(E)           to the fullest extent permitted by law, all rights and benefits under Civil Code § 2809 purporting to reduce a guarantor's obligations in proportion to the principal obligation, including without limitation, any defense based on any statute or rule of law that provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

(F)           any defense based on the application by Borrower of the proceeds of the Loan to Borrower for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Nonborrower Grantor, or based on Lender’s acts or omissions in administration of the Loan to Borrower;

(G)           any defense it may acquire by reason of Lender's election of any remedy against Nonborrower Grantor or Borrower or both, including, without limitation, election by Lender to exercise its rights under