Separation and Mutual Release Agreement

This Confidential Separation and Mutual Release Agreement (“ Agreement ”) is entered into this 19th day of June, 2009 by and among Prime Sun Power Inc.   (the “ Company ”), on the one hand, and Frank Jürgens (“ Executive ”) on the other hand.

A. WHEREAS, Executive previously entered into an employment agreement with the Company dated January 7, 2009 (the “ Employment Agreement ”) with respect to rendering services as Chief Operating Officer and Interim Chief Executive Officer of the Company);

C. WHEREAS, each of the parties desires to arrange for mutually acceptable terms for repayment of outstanding obligations to the Executive and to provide for release of any and all claims of any nature or kind whatsoever that either party has, ever has had, or may ever have in the future, against the other.

NOW, THEREFORE, in consideration of the mutual promises herein, which the parties expressly agree is valuable, adequate and sufficient in all respects, the parties mutually agree as follows:

A. The Company and its respective officers, directors, partners, principals, employees, attorneys, insurers, agents, servants, consultants, representatives, successors, heirs, assigns, control persons and affiliates, (collectively “ Company Releasors ”) release and forever discharge Executive and his agents, attorneys, accountants, insurers, consultants, representatives, future employers, successors and assigns (collectively, “ Executive Releasees ”), from any and all claims, demands, obligations, losses, causes of action, costs, expenses, attorneys' fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether known or unknown, which the Company and/or the Company Releasors have, or had, claims or could claim to have against Executive, or Executive Releasees, including but not limited to any and all claims which relate to, arise from, or are in any manner pertaining to the Employment Agreement or other reason or basis whatsoever.

Mutual Release Agreement

B. Upon completion of the Settlement Payments, as defined below, Executive, hereby releases and forever discharges the Company and past and present affiliates, subsidiaries, officers, directors, shareholders, partners, principals, employees, attorneys, insurers, agents, servants, consultants, representatives, successors, heirs, assigns, control persons and affiliates of the Company and each of the Public Companies (collectively, the “ Released Parties ”), from any and all claims, demands, obligations, losses, causes of action, costs, expenses, attorneys' fees and liabilities of any nature whatsoever, whether based on contract, tort, statutory or other legal or equitable theory of recovery, whether known or unknown, which Executive has, had or claims to have against any or all of the Released Parties, including but not limited to any and all claims which relate to, arise from, or are in any manner connected to the Employment Agreement and/or any other monetary consideration of any nature or kind, whether accrued or not or other reason or basis whatsoever.

C. The “ Settlement Payments ” means the total aggregate sum of CHF 87,633.13 (Eighty Seven Thousand Six Hundred Thirty Three and 13/100 Swiss Francs) which shall be paid in two equal incremental payments on Friday, June 26, 2009 and Monday, July 27, 2009 .  All Settlement Payments shall be made by wire transfer to the  account provided to the Company by Executive.

D. The Executive shall promptly deliver to the Company all books and records pertaining to the Company, including without limitation, any and all contracts, information, reports, specifications, data, in any and all media or format of any nature or kind (together with sufficient information regarding the respective application required for reading such digital data), physical notes, files, documentation, correspondence, charts and any and all other tangible or intangible materials of any type whatsoever, all information relating to the Company tax records, regulatory and legal compliance, customers, vendors, service providers, consultants, employees, partners, alliances, and any and all other information which relating to the Company, its respective officers, directors, shareholders, employees, consultants, advisers and the business or anticipated business of the Company.