AMENDMENT NO. 2 TO STOCK AND WARRANT PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO STOCK AND WARRANT PURCHASE AGREEMENT (“Amendment”) is made as of May 20, 2009 by and among Balqon Corporation, a Nevada corporation (“Company”) and Marlin Financial Group, Inc. (“Marlin”).

A.           On October 24, 2008, the Company assumed the rights and obligations of Balqon Corporation, a California corporation (“Balqon California”), under that certain Stock and Warrant Purchase Agreement, dated August 28, 2008, by and between Balqon California and Marlin (as amended by that certain Amendment No. 1 to Stock and Warrant Purchase Agreement, dated March 30, 2009, the “Initial Agreement”).

B.           Amendment No. 1 to the Stock and Warrant Purchase Agreement, dated March 30, 2009, erroneously referred to Section 3.8(c) of the Initial Agreement as Section 3.7(c), and the Company and Marlin desire to rectify such error.

C.           The Co