DIRECTOR AGREEMENT

DIRECTOR AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and between Prime Sun Power Inc. (the “Company”), and the signatory hereto (“Director”).

WHEREAS, Company believes that it in the best interests of its stockholders that the directors of the Company performing services on the Company’s board of directors (the “Board”) serve upon the terms and conditions of service memorialized in written agreement; and

WHEREAS, Company desires to retain the services of Director in the capacity of director and Director desires to provide such services in such capacity, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Board has approved the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1.  Appointment as Director. Company agrees to appoint Director as a member of the Board and agrees to use its best efforts and powers to sustain and continue Director’s election as a member of the Board until this Agreement is terminated pursuant to Section 4 hereof (the “Term”).

2.  Duties and Extent of Services.

(a)  During the Term, Director shall serve as director and, in such capacity, shall provide those services required of a director under Company’s articles of incorporation and bylaws, as both may be amended from time to time, and under the corporate law of the jurisdiction of incorporation of the Company, the federal securities laws and other state and federal laws and regulations, as applicable, and shall render such services as are customarily associated with and are incident to the position of director and such other services as Company may, from time to time, reasonably require of him consistent with such position.

(b)  Director shall faithfully, competently and diligently perform to the best of his ability all of the duties required of him as director. Without limiting the preceding sentence, Company acknowledges that Director has other business commitments, including commitments to serve on the board of directors of other companies.  The parties anticipate, on average, Director shall devote approximately six (6) hours per month to the Company.

3.  Expenses. Company agrees to reimburse Director for all reasonable and necessary travel, business entertainment, and other out-of-pocket business expenses incurred or expended by him in connection with the performance of his duties hereunder upon presentation of proper expense statements or vouchers or such other supporting information as Company may reasonably require of Director, in each case in accordance with the Company’s expense policies as in effect from time-to-time.

4. Termination. The Company shall have the right to remove Director from, or not reelect Director to, the Board in accordance with the provisions of the Articles of Incorporation and Bylaws of the Company.  The Director shall have the right, exercisable at any time during the Term, upon written notice to Company, to resign as a member of the Board.

5.  Confidentiality.  The parties acknowledge that in conjunction with the execution of this Agreement, they are entering into an ancillary Agreement to Protect Confidential Information.

6.  Independent Contractor. Director is an independent contractor and will not be deemed an employee of Company for purposes of employee benefits, income tax withholding, FICA taxes, unemployment benefits or otherwise, unless otherwise agreed in writing.

7.  Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement with respect to the subject matter hereof and is intended as a complete and exclusive statement of the terms and conditions thereof and supersedes and replaces all prior negotiations and agreements between the parties hereto, whether written or oral, with respect to the subject matter hereof, provided, however, for purposes of clarity, nothing herein shall preclude any other written agreement supplementing the terms and conditions hereof entered into and executed after the date hereof.

8.  Governing Law.

(a)  This Agreement shall be governed by and construed under the laws of the State of New York, applicable to contracts to be wholly performed in such State, without regard to the conflict of laws principles thereof.

(b)  Any action to enforce any of the provisions of this Agreement shall be brought in a court of the State of New