PROMISSORY NOTE

Exhibit 10.2

PROMISSORY NOTE

(Line of Credit Note)

PROMISE TO PAY.   PREMIER POWER RENEWABLE ENERGY, INC., a Delaware corporation (" Borrower "), promises to pay to UMPQUA BANK (" Bank "), or order, the principal amount of SEVEN MILLION AND NO/100 Dollars ($7,000,000.00) or so much as may be outstanding, together with interest on any principal amounts remaining unpaid from time to time from the date of this Promissory Note (“ Note ”) until payment in full, to be calculated as set forth below.

LOAN AGREEMENT.   This Note is made subject to the terms and conditions of that certain Loan Agreement between Borrower and Bank dated July __, 2009, as may be amended from time to time (the “ Loan Agreement ”).  This Note is the Note referred to in the Loan Agreement

DEFINED TERMS.   Capitalized terms not defined herein shall have the meaning defined in the Loan Agreement.

ADVANCES.   Advances under this Note will be made pursuant to the terms and conditions of the Loan Agreement.

INTEREST RATE .  Interest shall accrue on the principal balance outstanding under this Note at the rate of which is equal to the Prime Rate, as it may change from time to time; provided, however, that in no event shall the principal balance outstanding under this Note bear interest at a rate that is less than Five Percent (5.00%) per annum. The Prime Rate is not necessarily the lowest rate charged by Bank on its loans.  Depending on the circumstances, such as the amount and term of the loan, the creditworthiness of the borrower or any guarantor, the presence and nature of collateral and other relationships between the borrower and the Bank, loans may be priced at, above or below the Prime Rate.  If the Prime Rate becomes unavailable during the term of this loan, Bank may designate a substitute index after notice to Borrower.  Bank will tell Borrower the current Prime Rate upon Borrower's request.  Borrower understands that Bank may make loans based on other rates as well.  The interest rate change will not occur more often than each day.  The interest rate payable hereunder shall fluctuate with any change in the Prime Rate, and such fluctuation in the interest rate shall be effective on the effective date of each and every change in the Prime Rate.  Interest shall accrue daily on the outstanding principal balance on the basis of a 360 day year for the actual number of days elapsed on which any sums are outstanding hereunder.

MATURITY DATE.    All principal, interest and other amounts owing under this Note shall be due and payable in full on July 13, 2011 (the “ Maturity Date ”).

PAYMENTS.   Interest on the principal amount outstanding shall be payable monthly in arrears commencing on August 1, 2009, and on the first day of each month thereafter. Should interest not be timely paid, it shall become a part of the principal and thereafter bear interest as provided herein. All principal, interest and other amounts owing under this Note shall be due and payable in full on the Maturity Date. Both principal and interest are payable in lawful money of the United States of America in same day funds at Bank's address shown above or at such other place as Bank may designate in writing. Whenever any payment to be made under this Note is stated to be due on a day other than a Business Day, that payment may be made on the next succeeding Business Day, and the extension of time will in that case be included in the computation of payment of interest.  However, if the extension would cause the payment to be made in a new calendar month, that payment will be made on the next preceding Business Day, and the interest will be payable for the shorter period.

REVOLVING LINE OF CREDIT. This Note evidences a revolving line of credit in that, to the extent that Advances have been repaid, new Advances may be made up to the Maximum Line Amount.  Advances under this Note shall be requested pursuant to the provisions of the Loan Agreement.  Borrower agrees to be liable for all sums either:  (A) advanced in accordance with the instructions of an Authorized Party set forth in the Loan Agreement, or (B) credited to any of Borrower's accounts with Lender, or (C) paid to the benefit of Borrower.  The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs.  In the Event of Default which is continuing beyond any applicable Cure Period, Lender will have no obligation to Advance funds under this Note.

PREPAYMENT; MINIMUM INTEREST CHARGE .  Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), exc