EMPLOYMENT AGREEMENT

This Employment Agreement, dated this 13th day of January, 2009 (the “ Agreement ”), by and between Prime Sun Power Inc., a Nevada corporation (the “ Company ”), and Frank Jürgens (the “ Executive ”).

WHEREAS, the Company desires to engage the Executive to serve as Chief Operations Officer of the Company and the Executive desires to serve as the Chief Operations Officer of the Company;

NOW THEREFORE, in consideration of the premises and the mutual agreements made herein, the Company and the Executive agree as follows:

1. Employment; Duties .  The Company shall engage the Executive to serve as Chief Operations Officer of the Company.  The Executive shall have such duties and authority as set forth on Annex A attached hereto.  The Executive shall serve the Company in such capacity for the Employment Period as defined in Section 2. The Executive shall report to the Chief Executive Officer.  The Executive agrees that during the term of his employment rendered to the Company, he shall devote his professional attention, knowledge and experience and give his best effort, skill and abilities to promote the business and interests of the Company.  The Executive agrees to accept direction from Chief Executive Officer of the Company or the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “ Board ”). The Executive agrees to faithfully and diligently perform such reasonable duties commensurate with the position of Chief Operations Officer as may from time to time be assigned to the Executive by the Board.  For purposes of clarity, except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall not be deemed to constitute services of the Executive as an agent of any such other organization to the Company or as an agent by or on behalf of the Company to such other organizations unless expressly delegated in writing to such effect.

2. Employment Period .  This Agreement shall have an initial term of two (2) years to be effective commencing on 1 ^st Day of January 2009 and ending on the second anniversary of hereof (the “ Initial Employment Period ”), unless sooner terminated in accordance with the provisions of Section 7 or Section 8.  This Agreement shall automatically renew and continue to remain in effect after the Initial Employment Period for successive one year periods (each, a “ Renewal Employment Period ”), until terminated as provided herein, unless either party provides the other party with written notice of non-renewal not later than six months (180 days) prior to the expiration of the Initial Period or the anniversary of such date in any subsequent Renewal Employment Period.  The Initial Employment Period and each Renewal Employment Period of this Agreement is referred to herein as the “ Employment Period .”

3. Compensation .

(a) Base Compensation .  The Executive shall be paid a base salary of one-hundred thirty thousand (130,000) Swiss Francs per annum , payable incrementally on a monthly basis and pro-rated for any partial year of employment, less any applicable statutory or regulatory deductions (the “ Base Salary ”).  The Base Salary shall be payable in accordance with the Company’s regular payroll practices, as the same may be modified from time to time.

(b) Options and Benefits. The Executive shall be granted stock options for the purchase of _50.000_ (Fifty thousand) shares of Company common stock at a purchase price equal to the fair market value per share as of the date of this Agreement.  The fair market value per share shall be determined by reference to the publicly quoted closing price per share on the date immediately preceding the date of approval of this Agreement by the Board of the Company.  The stock options shall be subject to the customary terms and conditions pertaining to all Company stock options.  The Executive shall be eligible to participate in all Company benefits and incentive plans granted at the discretion of the Board.

(c) Expense Reimbursement .  The Executive shall be entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with travel and matters related to the Company's business and affairs if made in accordance with written Company policy as in effect from time to time as determined by the Board.

(d) Vacation .  The Executive shall be entitled to vacation each calendar year in accordance with written Company policy as in effect from time to time as determined by the Board.  No compensation shall be paid for accrued but untaken vacation.

(e) Place of Employment . The parties agree that the principal place of services to be rendered to the Company by Executive shall be deemed to be Abu Dhabi, United Arab Emirates and all compensation shall be paid to Executive in such jurisdiction.  The Company acknowledges and agrees that Executive may reside from time to time in other jurisdictions and may travel to any and all other jurisdictions related to services to be rendered to the Company and Executive, none of which shall have the effect of changing the deemed principal place of services rendered by Executive to the Company unless otherwise required by the laws of such other jurisdictions.

4. Trade Secrets .  The Executive agrees that it is in the Company's legitimate business interest to restrict his disclosure or use of Trade Secrets and Confidential Information relating to the Company or its affiliates as provided herein, and Executive agrees not to disclose or use the Trade Secrets and/or Confidential Information relating to the Company or its affiliates for any purpose other than in connection with his performance of his duties.  For purposes of this Agreement, “ Trade Secrets ” shall mean all confidential and proprietary information belonging to the Company (including current client lists and prospective client lists, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information).   For purposes of this Agreement, “ Confidential Information ” shall mean all information in addition to Trade Secrets used by, or which is in the possession of the Company and relating to the Company’s business or assets specifically including, but not limited to, information relating to the Company’s products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, in each case to the extent that such information is not required to be disclosed by applicable law or compelled to be disclosed by any governmental authority.  Notwithstanding the foregoing, the terms “ Trade Secrets ” and “ Confidential Information ” do not include information that (i) is or becomes generally available to or known by the public (other than as a result of a disclosure by the Executive), provided , that the source of such information is not known by the Executive to be bound by a confidentiality agreement with the Company; or (ii) is independently developed by the Executive without violating this Agreement.

5. Return of Documents and Property .  Upon the expiration or termination of the Executive's employment with the Company, or at any time upon the request of the Company, the Executive (or his heirs or personal representatives) shall deliver to the Company (a) all documents and materials (including, without limitation, computer files) containing Trade Secrets and Confidential Information relating to the business and affairs of the Company or its affiliates, and (b) all documents, materials, equipment and other property (including, without limitation, computer files, computer programs, computer Operations systems, computers, printers, scanners, pagers, telephones, credit cards and ID cards) belonging to the Company or its affiliates, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives).

6. Discoveries and Works .  All Discoveries and Works which are made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall be owned by the Company.  For the purposes of this Section 6, (including the definition of “ Discoveries and Works ”) the term “ Company ” shall include the Company and its affiliates.  The term “ Discoveries and Works ” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service mark registrations and applications, trade names, copyrights and copyright registrations and applications.  The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights.  Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company.  The Executive acknowledges that all Discoveries and Works shall be deemed “ works made for hire ” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

7. Termination .

(a) Manner of Termination . The Company and the Executive may terminate this Agreement, with or without cause, only in accordance with the provisions of this Section 7.

(b) Termination Without Cause .  The Company may terminate this Agreement without cause at any time during the Employment Period effective immediately upon giving written notice of termination to the Executive, provided however, that if the Company terminates this Agreement other than for cause during the Employment Period the Company shall pay the Executive payments equivalent to Executive’s annual Base Salary following such termination date in accordance with the Company’s regular payroll procedures through the remainder of the Employment Period, plus vesting of any options, plus reimbursement of any and all reasonable and pre-approved expenses incurred by Executive as of the date of notice of such date, and all of such payments shall completely and fully discharge any and all obligations and liabilities of the Company to the Executive.

(c) Termination for Cause .  The Company may terminate this Agreement for cause at any time during the Employment Period effective immediately upon giving written notice of termination to the Executive. For purposes of this Agreement, “ cause ” shall mean, with respect to the Executive, (i) any act of fraud or dishonesty, willful misconduct or negligence in connection with the Executive's performance of his duties, (ii) repeated failure of the Executive to follow reasonable instructions of the Board, (iii) dishonesty of the Executive which causes a material detriment to the Company or its affiliates, (iv) a breach by the Executive of any provision hereof or of any contractual or legal fiduciary duty to the Company (including, but not limited to, the unauthorized disclosure of Trade Secrets or other Confidential Information, non-compliance with the policies, guidelines and procedures of the Company or engaging during his employment in any other employment or business without the express written approval of the Company’s Board), (v) the arrest of the Executive for the commission of a felony, whether or not such alleged felony was committed in connection with the Company's busi