Securities Purchase Agreement

Exhibit 10.3

OPEN ENERGY CORPORATION
                                                                                                                                      
514 Via de la Valle, Suite 200, Solana Beach, CA 92075

Ph:  858-794-8800

September 18, 2008

Mr.               ,

In order to provide you with some financial security as you to continue your work for Open Energy Corporation (the “Company”) and in contemplation of the transactions contemplated by that certain Securities Purchase Agreement between the Company and The Quercus Trust, this letter agreement confirms certain modified terms of employment being offered to you in exchange for remaining with the Company during this transitional time:

1. Stock Options

The Company is granting you stock options in accordance with Exhibit ”A”. The option grant will be memorialized, and the options will be issued subject to the terms of, Stock Option Agreements pursuant to the Company’s 2006 Equity Incentive Plan. These grants, and the terms of such grants, supersede and replace all other options previously promised to or granted to you. You agree to promptly return to the Company for cancellation any previously issued stock option agreements.

2. Severance Package

From and after the date hereof, in the event that you are terminated without Cause (as defined below) or terminate your employment voluntarily for Good Reason (as defined below) you will be entitled to severance equal to three months’ of your base salary at the time of termination. The severance is payable in cash within ten (10) calendar days immediately following your termination of employment. Payments made pursuant to this Agreement will be treated as regular compensation and subject to withholding of applicable incom