PWD and JSB agree that they will enter a business relationship and form a new company, a C Corp, as 50/50 equal partners, called "NewCo" for now, that will purchase all of PWD's past, current and future solar technology from his current corporation.

This acquired solar technology from PWD's company will include, but not be limited to, all past, present and future Intellectual Property (IP), ideas, diagrams, inventions, any and all prototypes past, present and future, and all other related technology for the solar industry including all granted provisional, filed patents, and patents yet to be filed, in the solar area.

The acquired solar technology will also include all strategic and development plans, business plans, supplier identities, data, business records, project records, market reports, business manuels, business models, policies and procedures, information related to processes, technologies, methodologies, techniques, operating procedures, system operations, sketches, drawings, samples, designs and specifications, concepts, know-how, processes or theory, information concerning pending patents or other trade secrets related to solar, patents, and all other information related to PWD's solar technologies.

PWD will be paid one million dollars ($1,000,000) for the above mentioned solar technology, the sum of which may be paid over time, the length of which will be agreed to by the parties, but possibly over a 3-5 year period.

PWD agrees to complete the filing of all patents, possibly five or more (5+) in total, and complete the development and testing of all prototypes related to the completion of the solar technology, and in a timely manner, and that NewCo will own all of this technology.

Both PWD and JSB will become contract employees of said NewCo and have an on-going salary in NewCo of seven thousand dollars per month, beginning January 1, 2013.

PWD will become the Chief Technical Officer and Director of NewCo.

JSB will become the Chairman, CEO and Director of NewCo.

NewCo will hire a President at the appropriate time.

Both PWD and JSB will be considered the two founders of NewCo.

PWD will be the sole inventor listed on all solar patents and all patents will be assigned to NewCo.

JSB and PWD will look for one or more initial partners to back the NewCo venture with approximately Three Hundred Thousand ($300,000) to Five Hundred Thousand Dollars ($500,000) for a six percent (6%) to ten percent (10%) stake in the company, accordingly. This percentage may be negotiable. Out of this Three Hundred Thousand ($300,000) to Five Hundred Thousand Dollars ($500,000), PWD will be paid Fifty Thousand Dollars ($50,000) towards the purchase price of the solar IP.

The Intellectual Property that is assigned to the NewCo by PWD will be by Promissory Note but the IP will not be used as collateral for the one million dollar ($1,000,000) payment to PWD because to do that would create a roadblock to raising capital.

NewCo will be formed as a North Carolina Qualified Business Venture (QBV).

NewCo will be formed with 83 (b) founder stock.

NewCo will be formed with Rule 1244 stock for investors.

NewCo will be formed in North Carolina as a North Carolina corporation.

NewCo will have a bank account at Bank of America.

JSB agrees to immediately begin work on a Private Placement Memorandum (PPM), Articles of Incorporation, and By-Laws for NewCo.

Phil Johnston may be brought in as Corporate Secretary of NewCo in due time.

This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement.