SETTLEMENT AND GENERAL RELEASE AGREEMENT AMONG FORMER SRS STOCKHOLDERS AND OEC

A.

A Stock Purchase Agreement dated as of February 8, 2006 was entered into among OEC, 2093603 Ontario, Inc., Solar Roofing Systems, Inc. (“SRS”) and the Stockholders (the “SPA”). All initial capitalized terms used in this Agreement that are not otherwise defined herein are accorded the definitions of the SPA or share provisions for the Exchangeable Shares, as applicable.

B.

Under the SPA, the Stockholders were to be paid Cash Consideration and Share Consideration for the purchase of their interest in SRS.

C.

At the Closing of the SPA, all of the Cash Consideration and a portion of the Share Consideration (a combination of 3,182,152 OEC Common Stock and Exchangeable Shares) was delivered to the Stockholders in accordance with the provisions of the SPA.

D.

The remainder of the Share Consideration (a combination of 3,182,152 OEC Common Stock and Exchangeable Shares) was to be delivered to the Stockholders subsequent to the Closing, subject to certain terms and conditions.

E.

A Registration Rights Agreement (the “Registration Rights Agreement”) was entered into between OEC and Canadian Stockholders, and an Exchange Rights Agreement (the “Exchange Rights Agreement”) and a Support Agreement (the “Support Agreement”) was entered into by OEC, 2093603 Ontario Inc. and Canadian Stockholders for the benefit of such Stockholders, on the closing of the transactions contemplated in the SPA. No Share Consideration was registered pursuant to the terms and conditions specified in the SPA and the Registration Rights Agreement.

F.

OEC and the Stockholders disagree regarding their respective rights and liabilities related to the SPA other matters.

G.

The parties desire to avoid the expense of litigating their differences and to resolve all outstanding issues between them on the terms and conditions contained in this Agreement.

a.

OEC shall issue certified checks or wire transfers for full payment, including interest, of stockholder loans payable to certain of the Stockholders in the amounts and on the dates as more particularly set out in Schedule A hereto. Upon receipt by the Stockholders listed on Schedule A of the funds described on Schedule A, OEC shall be released in full from all liabilities pursuant to any loan between OEC and any Stockholder.

b.

OEC shall issue a certified check or wire transfer on the Effective Date to Jim Chaney for USD$72,000 for services rendered.

c.

On the Effective Date, OEC shall issue or instruct the OEC transfer agent to issue additional Share Consideration to the Stockholders as more particularly set out in Schedule B hereto.

d.

On the Effective Date, OEC shall pay in full all outstanding amounts, including principal and accrued and unpaid interest in respect of the Bank of Montreal loan facility of SRS (the “Bank Loan”) and, following the Effective Date, OEC will use commercially reasonable efforts to obtain as soon as reasonably practicable the Bank’s acknowledgement that all liabilities under the Bank Loan have been satisfied and that as a result, the guarantees of such indebtedness by Norman Dodd, Robert Kafato and William Chislett have similarly been released or cancelled.

e.

OEC shall at its sole expense file a registration statement (the “Registration Statement”) with the SEC prior to May 31, 2008 to qualify or register all of the shares of Registrable Stock (which has the meaning ascribed to it in the Registration Rights Agreement), the effect of which Registration Statement is to enable the shares of Registrable Stock, on their issue, to be immediately and freely traded thereafter in the United States on all stock exchanges and quotation systems on which outstanding common stock of OEC (or such other shares or securities derived

therefrom) have been listed by OEC and remain listed and are quoted or posted for trading at such time.

f.

In the event that the aforesaid Registration Statement is not filed with the SEC on or before May 31, 2008, OEC shall pay to the Canadian Stockholders as liquidated damages a total sum of USD $20,000 pro-rata on or before the 5 ^th day of the following month, and shall similarly pay as liquidated damages the same total sum of USD $20,000 in respect of each month thereafter that the Registration Statement is not filed until the month in which the Registration Statement is so filed. For the avoidance of doubt, if the Registration Statement is filed during the month of June 2008 (and not sooner), only one aggregate payment of USD $20,000 would be payable hereunder.

g.

OEC agrees to use all commercially reasonable efforts to ensure that (a) the Registration Statement is effective on or prior to August 31, 2008 and (b) that the Registration Statement is kept continuously effective thereafter until (i) the date that all Registrable Stock has been sold, and (ii) the later of (A) August 31, 2010 and (B) 90 days following the fiscal year end of OEC occurring in 2010. OEC will forthwith notify Norman Dodd upon the Registration Statement becoming effective, or ceasing to be effective, as applicable, or if OEC reasonably believes that the Registration Statement will not be effective by August 31, 2008 or will thereafter cease to be effective. For purposes hereof, “commercially reasonable efforts” shall require OEC to respond to SEC comment letters within 20 days of OEC’s receipt thereof.

h.

OEC will at its sole expense forthwith take all necessary actions to enable U.S. Stockholders to transfer any OEC shares held by them, including directing its legal counsel to provide, in accordance with applicable state and federal securities laws, a legal opinion to OEC’s transfer agent with respect to the transfer of any OEC shares by the Stockholders in compliance with an exemption from registration, including transfers permitted under Rule 144 and Rule 144(k), or any successor statute or rule. OEC thereafter agrees, at its sole expense, to take all such actions necessary to enable any Stockholder wishing to transfer OEC shares to do so under Rule 144 and Rule 144(k), or any successor statute or rule, subject to applicable restrictions under such statutes or rules or under section 8 of the Registration Rights Agreement, as applicable, and such Stockholder will be deemed at the time of transfer to have made the representation and warranty set out in Section 3(vii) hereof to OEC.

i.

Effective as of the Effective Date, OEC will reduce the current USD $1.50 per share exercise price of the OEC stock options issued to Norman Dodd, Don Rogers and Howard Gomes (the “Repriced Stock Options”) to the exercise price contemplated in Schedule C.

j.

Effective as of the Effective Date, OEC will extend the expiry date of the Repriced Stock Options, as well as the expiry date of other options granted to such persons as more particularly described in Schedule D (the “Other Stock Options”), from three months to 6 months after their respective termination of employment with OEC or its affiliates. For purposes hereof, Don Rogers and Norman Dodd will be deemed to have terminated their employment on January 31, 2008.

k.

On the Effective Date, OEC shall reimburse up to Cdn$20,000 plus applicable taxes in legal costs actually incurred by the Stockholders in connection with the settlement transaction contemplated herein.

l.

OEC agrees that it will, within the time periods specified in the share provisions for the Exchangeable Shares, exercise the Liquidation Call Right, Redemption Call Right or Retraction Call Right (as applicable) upon such call rights becoming available to it, provided that OEC determines, acting reasonably, that the resulting tax consequences to