THIS AGREEMENT is made and entered into by and between J.R. CONKEY & ASSOCIATES, INC., a California corporation (“JRC”), with address at 735 Sunrise Avenue, Suite 200, Roseville, California 95661, and SOLAR POWER INTEGRATORS, COMMERCIAL, INC., a California corporation (“SPIC”), with address at 4080 Cavitt Stallman Road, Suite 100, Granite Bay, California 95746, each of whom has executed the original or a counterpart of this Agreement.

In consideration of the mutual covenants and conditions contained herein, it is hereby agreed by and between the parties as follows:

1.1     Formation of General Partnership . JRC and SPIC hereby form a General Partnership (hereinafter referred to as "the Partnership") pursuant to the provisions of Chapter 1, Title 2 of the Corporations Code of the State of California, known as the "Uniform Partnership Act" of California.

1.2      Name of Partnership . The Partnership name shall be SOLAR POWER INTEGRATORS, a California General Partnership.

1.3      Purpose of Partnership . The purpose of the Partnership shall be the sales, design and installation of solar systems. The Partnership may engage in any other lawful business as from time to time may be deemed advisable or proper by a majority vote of the General Partners.

1.4      Principal Place of Business . The principal place of business of the Partnership shall be 735 Sunrise Avenue, Suite 200, Roseville, California 95661, or at such other place or places within California as may be determined from time to time by a majority vote of the General Partners.

1.5      Term . The Partnership shall commence on execution of this Partnership Agreement and shall continue for a period of thirty (30) years unless sooner dissolved, as hereinafter provided.

1.6      Statement of Partnership and Fictitious Business Name Statement . The Managing Partner shall (concurrently with the execution of this Agreement) sign and acknowledge a Statement of Partnership pursuant to the provisions of Section 15010.5 of the Corporations Code of the State of California. Such Statement shall be filed for record in the Office of the Recorder for the county in which the principal place of business of the Partnership is situated, and in the Office of the Recorder of each county in which the Partnership shall have a place of business or in which real property it owns shall be situated.

In addition, the General Partners shall file and publish a Statement of Fictitious Business Name as required by Sections 17900 through 17930 of the California Business and Professions Code and any other notices, certificates, statements or other instruments required by any provision of any law of the United States or any state or other jurisdiction which may govern the formation of a Partnership or the conduct of its business from time to time.

1.7      Definitions . As used herein, the following terms shall have the respective meanings indicated:

A.     "Additional Capital" shall mean the amount of cash which may be required to be contributed from time to time by the General Partners for the purposes of paying the expenses of the Partnership including (without limitation) debt service, property taxes, insurance, development and improvement costs, contributions, litigation expenses, engineering fees, accounting fees, attorneys' fees, architectural fees, fees for building permits, impact fees, and other ordinary and usual expenses incurred in connection with the development of property of a similar type and character to the Property.

B.     "Affiliate" shall mean any individual, partnership, corporation, trust or other entity or association, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member. the term “control,” as used in the immediately preceding sentence, means, with respect to a corporation or limited liability company, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

C.     "Agreement" shall refer to this Partnership Agreement.

D.     "Breaching Partner" shall refer to any Partner who fails to pay his share of Additional Capital within ninety (90) days after delivery of the Call Notice pursuant to Section 3.2.C or who otherwise materially breaches this Agreement.

E.     "Call Notice" shall refer to the written notice calling for Additional Capital as provided in Section 3.2.

F.     “Claims” is defined in Section 8.4.

G.     "Contractor’s License" shall refer to JRC’s contractor’s license issued by the Contractors State License Board of California as provided in Section 3.1.

H.     "Defaulting Partner" shall refer to a Partner who fails to contribute his share of Additional Capital within ten (10) days after delivery of the Call Notice but who does contribute his share of Additional Capital within ninety (90) days after the delivery of the Call Notice.

I.     "General Partners" and/or "Partners" shall collectively refer to JRC and SPIC, and to any duly admitted Substituted Partner. Reference to "General Partner" or "Partner" shall be to any one of the General Partners.

J.     “Indemnitee Party” is defined in Section 8.4.

K.     “Indemnitee Parties” is defined in Section 8.4.

L.     "Initial Capital" shall mean the capital required to be contributed pursuant to Section 3.1.

M.      "Managing Partner" shall refer to JRC.

N.     "Net Cash" shall mean the actual cash and marketable securities held by the Partnership at the end of each accounting period less reasonable reserves in amounts determined by the Managing Partner.

O.     "New Partner" shall refer to a Partner who is admitted as a Substituted Partner in order to raise the Additional Capital which was not contributed by a Breaching Partner pursuant to Section 3.2.G(2).

P.     "Non-Breaching Partner" shall refer to those Partners who are not in breach of this Agreement.

Q.     "Non-Defaulting Partner" shall refer to the Partners who have timely contributed their share of Additional Capital under Section 3.2.

R.     "Non-Selling Partners" shall refer to all of the Partners other than the Selling Partner.

S.     "Partnership" shall refer to the General Partnership created under this Partnership Agreement.

T.     "Partnership Interest" shall refer to the property rights (as more fully defined in Sections 15024, 15025 and 15026 of the California Corporations Code) of a Partner consisting of:

U.     "Percentage Interest" shall mean the percentage of profits and losses generally allocated to each Partner pursuant to Section 3.4.

V.   “ Sales Notice” is defined in Section 5.2.

W.      "Selling Partner" shall mean a Partner who desires to sell all or a portion of his interest in the Partnership pursuant to Section 5.2.

X.     “Solar Contract” shall refer to any agreement entered into between a customer and the Partnership for the design, engineering, supply or installation of a solar system.

Y.     "Substituted Partner" shall refer to a transferee of any Partner who is admitted as a Partner with full voting and other rights and duties pursuant to Section 2.2.

Z.     "SuperMajority" shall refer to more than 66 2/3% of the Percentage Interest.

2.1     Members of Partnerships . The members of the Partnership shall consist of the Partners named in the introductory paragraph of this Agreement and all Substituted Partners.

2.2      Admission of a Substituted Partner .

A.     Subject to Article V, after the formation of the Partnership a person may be admitted as a Substituted Partner upon execution of a counterpart of this Agreement and on the recording of an amendment to the Statement of Partnership, provided that the following conditions are satisfied:

1.     The written consent of all the General Partners must be first obtained; and

2.     Filing fees and a transfer fee of Five Hundred Dollars ($500) for accounting, legal, and other professional fees must be paid by the newly admitted Partner.

B.     The Managing Partner shall specify the effective date that any transferee is admitted as a Substitute Partner. From and after the effective date the rights, duties and obligations of the transferor Partner shall terminate and the rights, duties and obligations of the Substituted Partner shall commence with respect to the Partnership Interest so transferred.

2.3      Assignee Partner . If a General Partner transfers all or a part of his Partnership Interest in accordance with Article V, and if the transferee is not admitted as a Substitute Partner, then the transferee shall be a mere assignee of the General Partner's Partnership Interest and shall have only the right to receive the current and liquidating profits to which the assigning General Partner was entitled in accordance with Section 15027 of the California Corporations Code. An Assignee shall not have any right to specific partnership property or any right to participate in management. The Assignee, by accepting the assignment shall have the obligation to contribute Additional Capital on the same terms as required by the assigning General Partner pursuant to Section 3.2 hereof and agrees to be bound by all of the terms and conditions of that section. Any General Partner who transfers his interest by assignment shall not be relieved of any obligations or duties, nor shall be deprived of any rights, under this Agreement.

2.4      Managing Partner . The Managing Partner shall be JRC.

3.1      Initial Capital Contributions .

A.     The Initial Capital of the Partnership shall be contributed by the Partners as follows:

B.     JRC’s Percentage Interest shall be fifty-one percent (51%) unless adjusted as provided in Section 3.2.H or unless such Partner transfers all or part of his Partnership Interest in accordance with Article V.

C.     SPIC’s Percentage Interest shall be forty-nine percent (49%) unless adjusted as provided in Section 3.2.H or unless such Partner transfers all or part of his Partnership Interest in accordance with Article V.

D.     SPIC shall license on a non-exclusive basis the right to utilize the trademarks and trade names of “Solar Power” and any derivatives thereof, which trademarks and trade names shall remain the exclusive intellectual property of SPIC. The license shall be for the duration of the Partnership without further compensation to SPIC.

E.     James R. Conkey is a contractor licensed under the Contractors State License Board of California, License # ___________. The Partnership shall employ James R. Conkey as the responsible employee, provided the Partnership indemnifies, defends, and holds James R. Conkey harmless from any and all Claims, as set forth in Section 8.4, below.

3.2      Loans to Partnership . No Partner shall lend or advance money to or for the Partnership's benefit without the approval of the Managing Partner. If any Partner lends any money to the Partnership in addition to his, her, or its contribution to Partnership's capital, the loan shall be a debt of the Partnership to that Partner and shall bear interest at a mutually agreed rate. The liability shall not be regarded as an increase of the lending Partner's capital, and it shall not entitle him, her or it to any increased share of the Partnership's profits. Notwithstanding, the Partners hereby agree and acknowledge that SPIC shall advance money to the Partnership in an amount not to exceed Two Hundred and Fifty Thousand Dollars ($250,000) (the “Line of Credit”). The Line of Credit shall bear interest at a rate equal to the greater of i) eight percent (8%) simple interest; or ii) the prime rate published by the Wall Street Journal on the last day of each month for the following month, per year. Such interest shall be paid in accordance with the terms of a promissory note to be executed by and between SPIC and the Partnership (the “Note”).

3.3      Additional Capital Contributions .

A.     To the extent