SOLAR STAR NAFB, LLC UNIT TRANSFER AGREEMENT

SOLAR STAR NAFB, LLC UNIT TRANSFER AGREEMENT

This UNIT TRANSFER AGREEMENT (this “ Agreement ”) is entered into as of March 21, 2007, by and among Solar Star NAFB, LLC, a Delaware limited liability company (the “ Company ”), PowerLight Corporation, a Delaware corporation (the “ Transferor ”), and MMA NAFB Power, LLC, a Delaware limited liability company (the “ Transferee ”) (the Company, the Transferor and the Transferee are sometimes referred to herein each as a “ Party ” and collectively as the “ Parties ”).

WHEREAS, the Company was formed for the development, construction and operation of a proposed photovoltaic solar power system (approximately 15 MWp) at Nellis Air Force Base, Las Vegas, Nevada (the “ Project ”), described in an Information Memorandum (“ IM ”) prepared by Transferor, dated December 20, 2006;

WHEREAS, the Company and Transferor have entered into or will enter into certain agreements whereby the Project will be designed, engineered, constructed, operated, and maintained, such agreements listed on Schedule 1 hereto (the “ Project Documents ”), which constitute the principal assets of the Company;

WHEREAS, the Transferor owns 100% of the equity interests in the Company; and

WHEREAS, the Transferor desires to transfer to the Transferee, and the Transferee desires to acquire, on the terms and conditions set forth herein, 100% of the Units (as defined below);

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

As of Closing Date, the Transferor represents and warrants to the Transferee as follows:

3.1 Organization . The Company is a limited liability company formed on September 20, 2006. The Company has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business in the State of Nevada, the only jurisdiction in which the ownership or leasing of its properties or the character of its operations makes such qualification necessary. A true and correct copy of the Certificate of Formation of the Company, as amended to date, has been delivered to the Transferee. The Transferor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware.

3.2 No Prior Business, No Real Property . Since the date of its formation, the Company has not conducted any business or acquired any property or asset, except in each case in connection with the development of the Project. The Company owns no interest in any real property (other than pursuant to the Project Documents) and owns no interest in any other corporation or person. The Company has good and indefeasible ownership of and title to its material assets and properties, including the Units, except those disposed of in the ordinary course of business consistent with past practices or otherwise disposed of in accordance with this Agreement. The Transferor has good and indefeasible ownership of and title to the Units. Except as contained in the Project Documents, neither the Company’s assets or properties nor the Units are subject to any lien, charge, encumbrance, right of first refusal, option or other claim. To the knowledge of Transferor, the Company owns or possesses all necessary easements, rights of way, licenses and other ways of necessity required to develop, maintain and operate the Project without any known conflict with the rights of others. To the knowledge of Transferor, the Company enjoys peaceful and undisturbed possession under all real property leases included in the Project Documents and, to the knowledge of the Transferor, all such leases are valid and existing, in full force and effect, and free from default and no event has occurred which with notice or lapse of time, or both, would constitute a default thereunder. To the knowledge of Transferor, neither the whole nor any part of the real estate or any other real property or rights leased, used or occupied by the Company is subject to any pending suit for condemnation or other taking by any Person and no such condemnation or other taking has been threatened.

3.3 No Employees, Officers, Directors, or Plans . The Company has had no employees, officers, and directors since the date of its formation nor has the Company established, sponsored or incurred any obligation under any Employee Benefit Plan.

3.4 Existing Contracts . Except for the Project Documents, copies of which have been delivered to the Transferee, and this Agreement, the Company is not a party to or bound by any material contract or agreement, including any promissory note or other evidence of indebtedness. Neither the Company nor, to the knowledge of the Transferor, any other party is, or has received notice that it is, in default under any material provision of any Project Document and each Project Document remains in full force and effect. The Company has not received notice that any event has occurred which with notice or lapse of time, or both, would constitute a default thereunder by either the Company or, to the knowledge of the Transferor, any other party.

3.5 Capitalization; Title to Units . The Units held by the Transferor represent the entire right, title and interest in and to the ownership interests in the Company, and there is outstanding no option, warrant, contract, agreement or other obligation (whether by law or contract) on the part of the Transferor or the Company to issue or sell any Units to any other Person. The Transferor has owned the Units continuously since the date of the Company’s formation. The Transferor owns the Units free and clear of any lien, charge, encumbrance, right of first refusal, option or other claim (collectively, “ Liens ”). This Agreement and the other instruments to be executed and delivered by the Transferor at the closing are sufficient to transfer to the Transferee complete ownership of and title to the Units, free and clear of any Lien.

3.6 Authority . The Transferor has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and Project Documents has been duly authorized by Transferor and no other corporate proceedings on the part of Transferor are necessary to authorize this Agreement and Project Documents.

3.7 Due Authorization, Execution, etc . This Agreement has been duly authorized, and when executed and delivered by the Transferee, will constitute the legal, valid and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms.

3.8 No Violation . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (a) the charter, bylaws, or other governing documents of the Transferor or the Company, (b) any loan or credit agreement or any other agreement or instrument to which the Transferor or the Company is a party or by which either of them or any of their respective properties is bound, or (c) any law, regulation or order of any Governmental Authority binding on the Transferor or the Company.

3.9 Litigation, Proceedings, etc . To the knowledge of Transferor, there is no lawsuit, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator (“ Action ”) pending or, to the knowledge of the Transferor, contemplated or threatened against the Company or its properties or assets. To the knowledge of Transferor, there is no Action pending or contemplated or threatened against or affecting the Transferor, which relates to or challenges the legality, validity or enforceability of this Agreement or the Project Documents or which (individually or in the aggregate) reasonably could be expected to impair the ability or obligation of the Transferor to perform fully on a timely basis any obligation which it has or will have under this Agreement.

3.10 Consents and Waivers . No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required to be obtained by the Transferor or its Affiliates in connection with the execution and delivery of this Agreement and the sale of the Units.

3.11 Taxes . All Tax Returns, if any, required to be filed by or on behalf of the Company with any Governmental Authority in any jurisdiction have been duly filed on a timely basis when required and such Tax Returns are true, complete and correct in all material respects. All material Taxes shown to be payable on the Tax Returns or on subsequent assessments with respect thereto have been paid in full on a timely basis when due and no other Taxes are payable by the Company with respect to items or periods covered by such Tax Returns. All Taxes which are due and payable by the Company have been paid as required. The Company is not and has not been a party to any tax sharing agreement and has not assumed the Tax liability of any other Person under contract. The Transferor is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended (the “ Code ”). The Company has not entered into any compensatory agreements with respect to the performance of services that could require a payment that would be an “excess parachute payment” within the meaning of Code Section 280G and corresponding Treasury Regulations. For federal and State income tax purposes, the Company has been disregarded as an entity separate from the Transferor and the Transferor has treated the Company as a division of the Transferor for all Tax Returns. Neither the Transferor nor the Company has made an election pursuant to Treasury Regulations Section 301.7701-3(c), or any similar provision of State law, which would cause the Company to be classified as an association taxable as a corporation for Tax purposes.

3.12 Compliance with Legal Requirements . To the knowledge of Transferor, the Transferor and the Company have at all times complied with and are not in material violation of any legal requirements or orders of any Governmental Authority applicable to either of them, to the development of the Project, or to the Units that would materially affect the value of the Project or Units.

3.13 Environmental . To the knowledge of the Transferor or except as disclosed in writing in the environmental studies provided by Transferee to Transferor or known to Transferee in its environmental reports received as of Closing Date: (a) Hazardous Materials have not been generated, used, treated or stored on, or transported to or from any of the Units by the Transferor or the Company except as used or stored in compliance with all Environmental Laws; (b) Hazardous Materials have not been released or disposed of by the Transferor or the Company, or their authorized agents, at the project site for the Project or any property adjoining the project site for the Project, except such releases which do not violate any Environmental Laws; (c) the Transferor and the Company hold, and are in substantial compliance with, all Permits currently required by Environmental Laws, and the Transferor and the Company have not received any written notice of any violation of any Environmental Law that has not heretofore been resolved; (d) neither the Transferor nor the Company has received any written request for information, nor been notified that it is a potentially responsible party, under any Environmental Law with respect to any on-site location relating to the ownership, operation or maintenance of the Project or the Units; and (e) there are no pending or threatened Actions relating to Hazardous Materials or arising under any Environmental Laws (“ Environmental Claims ”) against the Company or, in relation to the Project or the Site, the Transferor. Except as disclosed to the Transferee in writing, to the knowledge of Transferor or known to Transferee in its environmental reports received as of Closing Date there are no facts or circumstances, conditions, pre-existing conditions or occurrences affecting the Project or the Units or any other assets or properties of the Company known to the Transferor that could reasonably be anticipated (a) to form the basis of an Environmental Claim against the Transferor, the Company, its assets or properties, the Project or the Units, or (b) to cause the Company, its assets or properties, the Project or the Units to be subject to any restrictions on the ownership, occupancy, use or transferability of the Company, its assets or properties, the Project or the Units under any Environmental Law.

3.14 Securities Act . The Units are being transferred by the Transferor to the Transferee in a transaction exempt from registration under the Securities Act of 1933 (the “Securities Act”), as amended, and the rules and regulations promulgated thereunder.

3.15 Brokers or Finders . Neither the Transferor nor any of its Affiliates or any Person acting in its or their behalf has entered into any agreement entitling any agent, broker, investment banker, financial advisor or other Person to any brokers’ or finder’s fee or any other commission or similar fee in connection with the sale of the Units or any of the transactions contemplated hereby.

As of Closing Date, the Transferee represents and warrants to the Transferor as follows:

4.1 Organization . The Transferee is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware.

4.2 Authority . The Transferee has all requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and Project Documents has been duly authorized by Transferor and no other corporate proceedings on the part of Transferor are necessary to authorize this Agreement and Project Documents.

4.3 Due Authorization, Execution, etc . This Agreement has been duly authorized, and when executed and delivered by the Transferor, will constitute a legal, valid and binding obligation, enforceable against the Transferee in accordance with its terms.

4.4 Financing . The Transferee has arranged for sufficient funds to be available at the Closing to allow the Transferee to perform its obligations under this Agreement.

4.5 No Violation . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate, conflict with or constitute a default under (a) the charter, bylaws or other governing documents of the Transferee, (b) any loan or credit agreement or any other agreement or instrument to which the Transferee is a party or by which it or any of its properties is bound or (c) any law, regulation or order of any Governmental Authority binding on the Transferee.

4.6 Litigation, Proceedings, etc . There is no Action pending or, to the knowledge of the Transferee, contemplated or threatened against or affecting the Transferee or its properties or assets, which relates to or challenges the legality, validity or enforceability of this Agreement or which (individually or in the aggregate) reasonably could be expected to impair the ability or obligation of the Transferee to perform fully on a timely basis any obligation which it has or will have under this Agreement.

4.7 Consents and Waivers . No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required to be obtained by the Transferee in connection with the execution or delivery of this Agreement and the purchase of the Units.

4.8 Investment . The Transferee understands that the Units