RECEIVABLES AND SERVICING RIGHTS PURCHASE AND SALE AGREEMENT

THIS   RECEIVABLES AND SERVICING RIGHTS PURCHASE AND SALE AGREEMENT dated as of December 29, 2006, (the “Agreement”) executed by SOLAR POWER, INC., a Nevada corporation, formerly known as Welund Fund, Inc., as seller (“ Seller ”) and VILLAGE AUTO, LLC , a California limited liability company, as purchaser (“ Purchaser ”).

WHEREAS , Purchaser has agreed to purchase from the Seller, and the Seller, pursuant to this Agreement, is transferring to Purchaser the Receivables, the Servicing Rights and Other Conveyed Property.

WHEREAS, Purchaser and its affiliate Accredited Adjusters, LLC are currently servicing and administering the collection of the monthly payments on the Receivables on behalf of Seller.

NOW, THEREFORE , in consideration of the premises and the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt of which is acknowledged, Purchaser and the Seller, intending to be legally bound, hereby agree as follows:

SECTION 1.1 General . The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement.

SECTION 1.2 Specific Terms . Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Agreement” shall mean this Receivables and Servicing Rights Purchase and Sale Agreement and all amendments hereof and supplements hereto.

“Amount Financed” means, with respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Vehicle and any related costs, including amounts advanced in respect of accessories, insurance premiums, service and warranty contracts, other items customarily financed as part of retail automobile installment sale contracts or promissory notes, and related costs.

“Cutoff Date” means September 30, 2006.

“Electronic Ledger” means the electronic master record of the retail installment sales contracts or installment loans of the Seller.

“Financed Vehicle” means an automobile or light-duty-truck, van or minivan, together with all accessories thereto, securing an Obligor’s indebtedness under the respective Receivable.

“Lien” means a security interest, lien, charge, pledge, equity, or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.

“Obligor” on a Receivable means the purchaser or co-purchasers of the Financed Vehicle and any other Person who owes payments under the Receivable.

“Other Conveyed Property” means all property conveyed by the Seller to the Purchaser pursuant to this Agreement other than the Receivables.

“Person” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“Payoff Balance” means the amount required to satisfy a Receivable in full, which amount includes the unpaid principal balance, accrued and unpaid interest due on the account, advances on the account and any other costs as applicable.

“Purchased Receivable” means a Receivable repurchased by the Seller.

“Receivables” means the motor vehicle receivables listed on the Schedule of Receivables attached hereto.

“Schedule of Receivables” means the schedule of Receivables sold and transferred pursuant to this Agreement which is attached hereto as Schedule A.

“Servicing Rights” means all of Seller’s right, title and interest in and to the servicing of the Receivables and the securities backed thereby, including, without limitation, the right to receive servicing fees, and the associated right, title and interest of the Seller in the Receivables, advances on the Receivables, collection account balances, escrow account balances, contract rights, incidental income and benefits, and exclusive rights to possession and use of custodial and servicing files and records directly or indirectly related thereto, including, without limitation, Obligor lists and insurance policies.    

SECTION 1.3 Usage of Terms . With respect to all terms used in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to “writing” include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement; references to Persons include their permitted successors and assigns; and the terms “include” or “including” mean “include without limitation” or “including without limitation.”

SECTION 1.4 No Recourse . Without limiting the obligations of Seller hereunder, no recourse may be taken, directly or indirectly, under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against any stockholder, officer or director, as such, of Seller, or of any predecessor or successor of Seller.

SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property.

SECTION 2.2 Termination of Servicing Agreement. The Purchase and Servicing Agreement entered into as of March 30, 2005 between Purchaser and Seller relating to the servicing and administration of the collection of the Receivables is hereby terminated. Furthermore, as of December 29, 2006, (a) the Seller has paid all amounts due to Purchaser and its affiliates, including Accredited Adjusters, LLC in full and Seller has no obligation to make any payments to the Purchaser, and (b) Purchaser and its affiliates have paid Seller all of Seller’s receivables collecte