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Public Offering Registration - NEW ENERGY TECHNOLOGIES, INC. - 3-12-2008

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Public Offering Registration - NEW ENERGY TECHNOLOGIES, INC. - 3-12-2008 Powered By Docstoc
					As filed with the U.S. Securities and Exchange Commission on March 12, 2008 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OCTILLION CORP .
(Name of Small Business Issuer in Its Charter)

NEVADA (State or Other Jurisdiction of Incorporation or Organization)

3674 (Primary Standard Industrial Classification Code)

59-3509694 (I.R.S. Employer Identification Number )

2638 Lapeer Road, Suite 2 Auburn Hills, Michigan 48326 Telephone: (800) 213-0689 Facsimile: (604) 659-5029
(Address and telephone of registrant's executive office)

Nicholas Cucinelli, President 2638 Lapeer Road, Suite 2 Auburn Hills, Michigan 48326 Telephone: (800) 213-0689 Facsimile: (604) 659-5029
(Name, address and telephone number of agent for service)

Copies of all communications and notices to: Joseph Sierchio, Esq. Sierchio Greco & Greco, LLP 110 East 59th Street 29th Floor New York, New York 10022 Telephone: (212) 246-3030 Facsimile: (212) 486-0208
-------------------APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective. -------------------If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “ Securities Act ”) check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]

CALCULATION OF REGISTRATION FEE Amount to be Registered (1) Proposed maximum offering price per share Proposed maximum aggregate offering price

Title of each class of securities to be registered Common Stock, $0.001 par value Common Stock, $0.001 par value, issuable upon exercise of Class F Non redeemable warrants (3) Total (1)

Amount of registration Fee

3,675,000

$1.49 (2)

$5,475,750

$215

4,189,500 7,864,500

$1.25

$5,236,875 $10,712,625

$206 $421

These shares were issued in connection with a private placement completed by the Registrant on February 12, 2008. All of the shares are offered by the Selling Stockholders. Accordingly, this registration statement includes an indeterminate number of additional shares of common stock issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of our common stock. In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933. (2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933, using the closing price as reported on the OTC Bulletin Board on March 3, 2008 which was $1.49 per share. (3) Represents shares of our common stock, par value $0.001 per share, which may be offered pursuant to this registration statement, which shares are issuable upon exercise of Class F Callable Warrants exercisable at $1.25 per share. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED MARCH 12, 2008 The information in this prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until this registration statement is declared effective by the United States Securities and Exchange Commission. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS OCTILLION CORP.
7,864,500 SHARES OF COMMON STOCK This prospectus relates to the resale by certain of our stockholders named in the section of this prospectus titled “Selling Stockholders” (the “ Selling Stockholders ”) of up to 7,864,500 shares of our common stock (the “Shares” ). The shares being offered under this prospectus are comprised of 3,675,000 shares of our common stock that were purchased by the Selling Stockholders in transactions with us or with our affiliate pursuant to exemptions from the registration requirements of the Securities Act of 1933 as amended (the “ Securities Act ”); and 4,189,500 shares of common stock which may be issued to certain of the Selling Stockholders upon the exercise of outstanding Series F Callable Warrants . Although we will pay substantially all the expenses incident to the registration of the shares, we will not receive any proceeds from the sales by the Selling Stockholders. We will, however, receive proceeds if the Warrants are exercised; to the extent we receive such proceeds, they will be used for general working capital purposes. The Selling Stockholders and any underwriter, broker-dealer or agent that participates in the sale of the shares or interests therein may be deemed "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions, profit or other compensation any of them earns on any sale or resale of the shares, directly or indirectly, may be underwriting discounts and commissions under the Securities Act. The Selling Stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. Our common stock is presently quoted for trading under the symbol “ OCTL ” on the over the counter bulletin board (the “ OTCBB ”). On March 3, 2008 the closing price of the common stock, as reported on the OTCBB was $1.49 per share. The Selling Stockholders have advised us that they will sell the shares of common stock from time to time in the open market, on the OTCBB, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or otherwise as described under the section of this prospectus titled “ Plan of Distribution.” The purchase of the shares offered through this prospectus involves a high degree of risk. Please refer to “Risk Factors” beginning on page 9. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS IS _______, 2008

TABLE OF CONTENTS

Page PROSPECTUS SUMMARY RISK FACTORS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS RECENT FINANCING USE OF PROCEEDS DETERMINATION OF OFFERING PRICE MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DESCRIPTION OF OUR BUSINESS AND PROPERTIES DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS DESCRIPTION OF SECURITIES SELLING STOCKHOLDERS PLAN OF DISTRIBUTION LEGAL PROCEEDINGS DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES LEGAL MATTERS EXPERTS ADDITIONAL INFORMATION FINANCIAL STATEMENTS 4 9 24 25 26 26 26 29 33 38 42 43 44 45 47 49 51 51 52 52 52 53

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate as of the date on the front of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date. Information contained on our web site does not constitute part of this prospectus.

PROSPECTUS SUMMARY This summary only highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including "Risk Factors" beginning on page 9, and the consolidated financial statements, before making an investment decision. Unless the context otherwise requires, the terms “we,” “our,” “us,” “Company” and “Octillion” refer to Octillion Corp., a Nevada corporation, and its consolidated subsidiaries. About Us and Our Business We were incorporated in the State of Nevada on May 5, 1998, with an authorized capital stock of 100,000,000 shares of common stock, $0.001 par value, and 1,000,000 shares of preferred stock, par value $0.10. As of March 3, 2008, there were 57,539,600 shares of common stock were issued and outstanding; there are no preferred shares issued and outstanding. Our corporate headquarters is located at 2638 Lapeer Road, Suite 2, Auburn Hills, Michigan 48326. Our telephone number is (800) 213-0689. We are a development stage technology company focused on the identification, acquisition, development and eventual commercialization of emerging, leading edge alternative energy technologies. We conduct our operations through our two wholly-owned subsidiaries, Sungen Energy, Inc. (“ Sungen ”) and Octillion Technologies Limited (“ Octillion Technologies ”). Our strategy is to initially acquire rights to obtain licenses to technologies and products that are being developed by third parties, primarily universities and government agencies, through sponsored research and development agreements. We are currently focusing our sponsored research and development efforts on the development of a technology to integrate films of silicon nanoparticle material on glass substrates, acting as photovoltaic solar cells that have the potential to convert normal home and office glass windows into ones capable of converting solar energy into electricity, with limited loss of transparency and minimal changes in manufacturing infrastructure (the “ UIUC Silicon Nanoparticle Technology ”). We conduct our research and development efforts through Sungen, our wholly-owned subsidiary, which on August 25, 2006, entered into a Sponsored Research Agreement (“ UIUC Sponsored Research Agreement ”) with the University of Illinois at Urbana-Champaign (“ UIUC ”) relating to the continued development of the UIUC Silicon Nanoparticle Technology. The process of producing silicon nanoparticles is supported by ten (10) issued US Patents, seven (7) pending US patents, two (2) issued foreign counterpart patents and nineteen (19) pending foreign counterpart patents. Collectively, such patents are referred to as the “ UIUC Patents. ” The initial term of the UIUC Sponsored Research Agreement expires on August 22, 2008; under the terms of the UIUC Sponsored Research Agreement we have agreed to advance a total of $422,818 (of which $266,709 has been advanced through February 29, 2008) to fund the research and development activities. Please refer to “Description of Our Business and Properties.”

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Recent Developments Spin Off of Subsidiary Until recently, in addition to our current focus on developing alternative energy technologies, our company pursued the development of diverse technologies, including biotechnology. We pursued the development of biotechnologies through our wholly-owned subsidiary, MicroChannel Technologies Corporation (“ MicroChannel ”). On April 9, 2007, our Board of Directors determined that the best way to create shareholder value (separate and apart from our operating performance) and, at the same time permit us to focus our resources more fully on, and thereby facilitate the development of, our solar and alternative energy technologies was by spinning off and distributing our shares of MicroChannel in the form of a special dividend to our shareholders. In determining the terms of the distribution, our Board of Directors also considered our ability, as well as the ability of MicroChannel, to obtain the necessary financing to fund our respective operations as “stand alone” companies. We completed the distribution on December 21, 2007 on the basis of one share of MicroChannel common stock for each share of our common stock owned by our shareholders, as of August 22, 2007 (the record date), Private Placement We have generated no revenues from operations and we do not expect to do so for the foreseeable future. As of November 30, 2007, we had an accumulated deficit of $3,867,413. On February 12, 2008, we completed the sale of an aggregate of 3,675,000 shares of our common stock and Series F Callable Warrants (the “ Warrants ”) to purchase up to an additional 3,675,000 shares of our common stock (the “ Warrant Shares ”), at a per share purchase price of $1.00 (the “ Private Placement ”), or an aggregate of $3,675,000, pursuant to the terms of a Securities Purchase Agreement dated February 8, 2008 with certain institutional and other accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “ Investors ”). The net proceeds of the Private Placement will be used for working capital purposes. Westminster Securities Corp. acted as the exclusive co-placement agent for the Private Placement and was paid a fee of $257,250, or of 7% of the aggregate proceeds. In addition, Westminster Securities was reimbursed $6,045 of expenses incurred on our behalf. Westminster Securities Corp. also received a Warrant to purchase up to 514,500 of our common stock. In connection with the Private Placement, the Company agreed to file a registration statement for the purpose of registering the shares issued in the Private Placement as well as the shares issuable upon the exercise of the Warrants, for resale by the Investors. The 3,675,000 shares issued in the Private Placement and the 4,189,500 shares of common stock which may be issued to certain of the Selling Stockholders upon the exercise of outstanding Warrants constitute the aggregate 7,864,500 shares registered pursuant to the registration statement of which this prospectus is part. The shares issued in the Private Placement comprise approximately 6.0% (without giving effect to the exercise of any of the Warrants) of our issued and outstanding shares as at March 3, 2008.

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Risk Factors Our business operations are subject to numerous risks, including the risk of delays in or discontinuation of our research and development due to lack of financing, inability to obtain necessary regulatory approvals to market the products, unforeseen safety issues relating to the products and dependence on third party collaborators to conduct research and development of the products. Because we are an early stage company with a limited history of operations, we are also subject to many risks associated with early-stage companies. For a more detailed discussion of some of the risks you should consider, you are urged to carefully review and consider the section entitled " Risk Factors " beginning on page 9 of this prospectus. Selling Stockholders The Selling Stockholders are existing non-affiliated stockholders who purchased shares of our common stock from us in the Private Placement completed on February 12, 2008. Please refer to “Selling Stockholders.” Securities Being Offered The Selling Stockholders named in this prospectus are offering for resale up to 7,864,500 shares of our common stock to the public by means of this prospectus. The shares being offered under this prospectus are comprised of 3,675,000 Shares that were purchased by the Selling Stockholders in Private Placement transactions pursuant to an exemption from the registration requirements of the Securities Act; and up to 4,189,500 Warrant Shares which may be issued to certain of the Selling Stockholders upon the exercise of the Warrants issued in connection with the private placements completed by us. Although we will pay substantially all the expenses incident to the registration of the Shares, we will not receive any proceeds from the sales by the Selling Stockholders. However, we may receive proceeds (up to $5,236,875) from the exercise of the Warrants; if such proceeds are received by us, they will be used for working capital purposes . All of the shares of our common stock, owned by the Selling Stockholders, will be registered by the registration statement of which this prospectus is a part. The Selling Stockholders may sell some or all of their shares immediately after they are registered. Please refer to “ Plan of Distribution.” Offering Price The Selling Stockholders may sell their shares pursuant to this prospectus, at open market, on the OTCBB, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or otherwise as described under the section of this prospectus titled “ Plan of Distribution .” Number of Shares Outstanding There were 57,539,600 shares of our common stock issued and outstanding as at March 3, 2008.

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Duration of Offering We have agreed to use our commercially reasonable efforts to keep the registration statement of which this prospectus is part, continuously effective under the Securities Act until all of the securities covered by such registration statement have been sold, or may be sold without volume restrictions pursuant to Rule 144 or any successor rule, as determined by our counsel pursuant to a written opinion letter to such effect, addressed and acceptable to our transfer agent and the affected holders of such securities. Use of Proceeds We will incur all costs associated with this registration statement and prospectus. We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the Selling Stockholders. However, we did receive aggregate proceeds of $3,675,000 from the sale of our shares to certain Selling Stockholders and we may receive up to $5,236,875, if all of the Warrants are exercised. The Warrants expire on February 11, 2011, and have an exercise price of $1.25 per share. All funds received by us from the exercise of the Warrants will be used for working capital purposes. Please refer to “ Use of Proceeds. ” Description of Our Common Stock Our authorized capital stock consists of stock of 100,000,000 shares of common stock, each with a par value of $0.001, and 1,000,000 shares of preferred stock, each with a par value of $0.10. As of March 3, 2008, there were 57,539,600 shares of common stock were issued and outstanding. No preferred shares are issued and outstanding. This total does not include any shares of common stock issuable upon the exercise of any of our issued and outstanding stock purchase warrants, including, but not limited to, the Non-redeemable Series C, Series D, Series E and the Warrants . Please refer to “Description of Securities.”

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Summary of Selected Financial Data The following tables set forth a summary of certain selected financial data. You should read this information together with the financial statements and the notes to the financial statements appearing elsewhere in this prospectus.

Statement of Operations Data: Revenues Loss from operations Net loss Net loss attributable to stockholders Basic and diluted net loss per share Weighted average shares outstanding used in basic and diluted net loss per share calculation

For the Three Months Ended For the Three Months Ended November 30, 2007 November 30, 2006 $0 $0 $(1,490,629) $(423,192) $(1,475,514) $(447,419) $(1,475,514) $(447,419) $(0.027) $(0.010)

53,864,600

44,598,996

Statement of Operations Data: Revenues Loss from operations Net loss Net loss attributable to stockholders Basic and diluted net loss per share Weighted average shares outstanding used in basic and diluted net loss per share calculation

For the Year Ended August 31, 2007 $0 $(1,499,445) $(1,442,769) $(1,442,769) $(0.030)

For the Year Ended August 31, 2006 $0 $(164,287) $(157,982) $(157,982) $(0.004)

48,820,951

42,012,270

Balance Sheet Data: Cash Working Capital (deficiency) Total assets Total liabilities Total stockholders‟ capital (deficiency)

November 30, 2007 $905,422 $819,805 $909,338 $87,123 $822,215

November 30, 2006 $337,302 $133,907 $338,178 $203,395 $134,783

August 31, 2007 $1,437,876 $1,414,170 $1,438,328 $23,706 $1,414,622

August 31, 2006 $247,492 $206,122 $250,068 $42,866 $207,202

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RISK FACTORS You should carefully consider the risks described below before purchasing any shares. Our most significant risks and uncertainties are described below; if any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein. You should acquire the shares only if you can afford to lose your entire investment. Our filings with the Securities and Exchange Commission also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we have described below. Please refer to “ Forward-Looking Statements ” on page 24 of this prospectus .

RISKS RELATED TO OUR FINANCIAL CONDITION AND OPERATIONS We have experienced significant losses and expect losses to continue for the foreseeable future. We are a development stage company; we have not generated any revenues since inception and we do not expect to generate any revenues for the foreseeable future. We have incurred losses since inception. We had a working capital surplus of $819,805, $1,414,170 and $206,122 at November 30, 2007, August 31, 2007 and August 31, 2006, respectively, and a stockholders‟ capital equity of $822,215 at November 30, 2007, $1,414,622 at August 31, 2007, and $207,202 at August 31, 2006. We anticipate incurring losses at least through August 31, 2009. Through February 29, 2008, we have paid an aggregate of $266,709 pursuant to the UIUC Sponsored Research Agreement to support the continued research of the UIUC Silicon Nanoparticle Technology project; we are obligated to pay an additional $156,109 through August 22, 2008, the expiration date of the UIUC Sponsored Research Agreement. We cannot currently estimate with any accuracy the amount of either the additional funds (beyond our current contractual requirements) or time required to successfully commercialize the UIUC Silicon Nanoparticle Technology, because the actual cost and time may vary significantly depending on results of current basic research and development and product testing, cost of acquiring an exclusive license, changes in the focus and direction of our research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, manufacturing, marketing and other costs associated with commercialization of products following receipt of regulatory approvals and other factors. Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. Our independent registered public accounting firm has issued its report, which includes an explanatory paragraph for going concern uncertainty on our financial statements as of August 31, 2007. Because we have not yet generated revenues from our operations our ability to continue as a going concern is currently heavily dependent upon our ability to obtain additional financing to sustain our operations. Such financing may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. Although we have completed the Private Placement, the fact that our auditors have issued a “going concern” opinion may hinder our ability to obtain additional financing in the future. Currently, we have no commitments to obtain any additional financing, and

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there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. Evaluating our business and future prospects may be difficult due to the rapidly changing technological and market landscape. There is limited historical information available about our company upon which you can base your evaluation of our business and prospects. The markets we are addressing are rapidly evolving and are experiencing technological advances and new market entrants. Our future success may require us to outsource not only our research efforts, but ultimately, our manufacturing, and there is no guarantee we can do this at a price that is competitive with our competitors, or that we can gain access to new, more cost effective technologies that may be developed by our competitors. Moreover, the UIUC Silicon Nanoparticle Technology is only in the early stages of development and we have limited experience upon which to predict whether it can be successfully commercialized. Please refer to “ Risks Related To Our Technologies And The Industries In Which We Operate” below. We may require additional financing to sustain our operations and our obligations under the UIUC Sponsored Research Agreement. We are obligated to advance up to an additional $156,109 under the UIUC Sponsored Research Agreement in additional total research funding through August 22, 2008, the expiration date of the UIUC Sponsored Research Agreement. These amounts do not include any financial undertakings required for us to secure a license with respect to the underlying technologies. At the present time, we cannot estimate what the terms and conditions will be for either the extension of the UIUC Sponsored Research Agreement, or, if we elect to obtain a license, the terms and conditions of any such license. We anticipate requiring substantial funds in addition to the net proceeds of the Private Placement to conduct additional basic research and development activities, and other activities relating to the successful commercialization of the UIUC Silicon Nanoparticle Technology. We do not have committed external sources of funding for our projects and we may not be able to obtain the additional funds we will require on acceptable terms, if at all. In addition, our cash requirements may vary materially from those now planned. We cannot currently estimate with any accuracy the amount of additional capital we may require because the amount needed may vary significantly depending on results of current basic research and development and product testing, cost of acquiring an exclusive (versus non-exclusive) license of the technologies, changes in the focus and direction of our research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, if any, that must be addressed, manufacturing, marketing and, finally, other costs associated with commercialization of products following receipt of regulatory approvals and other factors. If adequate funds are not available or prohibitively expensive when required, the consequences would be a material adverse effect on our business, operating results, financial condition and prospects. We may be required to delay, reduce the scope of or terminate one or more or all of our research programs; to obtain funds through arrangements with collaborative partners or others that may require us to relinquish rights to certain UIUC Silicon Nanoparticle Technology, or other technologies or products based upon such technologies that we would otherwise seek to develop or commercialize ourselves; or to license the rights to such technologies or products on terms that are less favorable to us than might otherwise be available. If we raise additional funds by issuing equity or debt securities, further dilution to stockholders may result and new investors could have rights superior to existing stockholders.

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Depending on our method of raising funds, now and in the future, your shares may be diluted . If we raise additional funds by selling additional shares of our common stock, or securities convertible into or exercisable for shares of our common stock, the ownership interest of our stockholders may be diluted. We have not generated revenues and because we currently do not have, and may never develop, any commercialized product, we do not anticipate generating revenues for the foreseeable future. As noted above, we have not generated any revenues from our operations. We currently do not have any commercialized products or any source of revenue. We have invested substantially all of our time and resources over the last three years in the identification, acquisition of rights to, and the research and development of technologies. Even if we were to acquire a license for the UIUC Silicon Nanoparticle Technology, we will require additional research, development, significant marketing efforts, and in some cases regulatory approval before any of the technologies will generate any revenues. This will necessitate additional investment of time and capital by us. We cannot currently estimate with any accuracy the amount of either the additional funds or time required to successfully commercialize either technology, because the actual cost and time may vary significantly depending on results of current basic research and development and product testing, cost of acquiring an exclusive license, changes in the focus and direction of our research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, manufacturing, marketing and other costs associated with commercialization of products following receipt of regulatory approvals and other factors. The success of our research and development activities is uncertain. If the research efforts are not successful, we will be unable to generate revenues from our operations and we will have to cease doing business. We are at an early stage of development. We have the right to negotiate a license to only one technology. The UIUC Silicon Nanoparticle Technology requires significant further research, development, testing, as well as additional capital investment before we can determine whether we will elect to acquire a license to the technology; accordingly, we cannot now project whether the ultimate results of this project will prove successful or form the basis for a commercially viable technology or product. During the term of our UIUC Sponsored Research Agreement, we will determine whether to acquire an exclusive license from UIUC to the technology underlying the agreement. The final terms and conditions of any such license cannot now be determined. If the results of the continuing research project do not warrant the exercise of our option to negotiate for an exclusive license to market the UIUC Silicon Nanoparticle Technology, we may need to abandon our business model, in which case our shares may have no value and you may lose your investment. We anticipate we will remain engaged in research and development for a considerable period of time, at least through the initial funding period under the UIUC Sponsored Research Agreement; if

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results warrant we may continue the research and development efforts towards the goal of commercializing the UIUC Silicon Nanoparticle Technology. Research and development activities, by their nature, preclude definitive statements as to the time required and costs involved in reaching certain objectives. Actual costs may exceed the amounts we have budgeted and actual time may exceed our expectations. As we have indicated, we cannot currently estimate with any accuracy the amount of these additional funds we will ultimately require to commercialize one or both of our sponsored technologies. We may be unable to generate adequate revenue from operations or be able to financially support the level of research required to develop a commercially viable technology or product. We lack sales and marketing experience and will likely rely on third party marketers. We expect to market and sell or otherwise commercialize the UIUC Silicon Nanoparticle Technology (or any products derived from the technology) through distribution, co-marketing, co-promotion or licensing arrangements with third parties.. Our management has limited experience in sales, marketing or distribution of photovoltaic products. To the extent that we enter into distribution, co-marketing, co-promotion or licensing arrangements for the marketing or sale of the UIUC Silicon Nanoparticle Technology (or any products derived from the technology) any revenues received by us will be dependent on the efforts of third parties. If any such parties were to breach or terminate its agreement with us or otherwise fail to conduct marketing activities successfully and in a timely manner, the commercialization of the UIUC Silicon Nanoparticle Technology (or any products derived from the technology) would be delayed or terminated and would adversely affect our ability to generate revenues and our profitability. RISKS RELATED TO OUR TECHNOLOGIES AND THE INDUSTRIES IN WHICH WE OPERATE The development of the UIUC Silicon Nanoparticle Technology is subject to the risks of failure inherent in the development of any novel technology . Ultimately, the development and commercialization of the UIUC Silicon Nanoparticle Technology are subject to a number of risks that are particular to the development and commercialization of any novel technology. These risks include the following:  our failure to acquire or maintain license rights to the UIUC Silicon Nanoparticle Technology, or products developed from the UIUC Silicon Nanoparticle Technology;  the UIUC Silicon Nanoparticle Technology (or any products derived from the technology) may prove to be ineffective, unsafe or otherwise fail to receive necessary regulatory approvals;  the UIUC Silicon Nanoparticle Technology (or any products derived from the technology), even if safe and effective, may be difficult to manufacture on a large scale or uneconomical to market;  our marketing license or proprietary rights to products derived from the UIUC Silicon Nanoparticle Technology may not be sufficient to protect our products from competitors;

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 the proprietary rights of third parties may preclude us or our collaborators from making, using or marketing the products utilizing the UIUC Silicon Nanoparticle Technology; or,  third parties may market superior, more effective, or less expensive technologies or products having comparable results to the UIUC Silicon Nanoparticle Technology (or any products derived from the technology). If we ultimately do not obtain the necessary regulatory approvals for the commercialization of the UIUC Silicon Nanoparticle Technology, we will not achieve profitable operations and your investment may be lost. Our ability to achieve profitability is dependent on ultimately commercializing the UIUC Silicon Nanoparticle Technology and entering into agreements for commercialization of such products. At this time we have not submitted any products for regulatory approval nor do we have any agreements with any third parties regarding the commercialization of any products. The failure to obtain any such necessary regulatory approvals or to enter into any such necessary agreements could delay or prevent us from achieving profitability. This would result in the loss of your investment. Moreover, even if the UIUC Silicon Nanoparticle Technology, or any products based on such technology is commercialized, we may still not achieve profitable operations, in which event we may need to curtail or cease our operations and as a result the value of your investment may be diminished or entirely eradicated. We may not receive an exclusive license for the UIUC Silicon Nanoparticle Technology, or obtain such licenses on terms and conditions acceptable to us. Our success is dependent in part on our obtaining, if warranted, an exclusive license from UIUC to market the UIUC Silicon Nanoparticle Technology. The receipt of any such license is contingent on successful early stage research, which we are funding. The receipt of exclusive license to market the UIUC Silicon Nanoparticle Technology is also contingent on fulfilling the terms and conditions set forth in the UIUC Sponsored Research Agreement. We will need to reach agreement with respect to, among other things, licensing fees, reimbursement of patents costs, royalty rates, sub-licensing fees, and agreement to UIUC‟s out-of-pocket expenses. We may not be successful in negotiating an exclusive license with UIUC. Failure to obtain an exclusive license, if warranted, will materially adversely affect our operations. If we are successful in negotiating an exclusive license agreement, we may not be able to make required cash payments, if any, when due or achieve other requirements. If we do not, we will risk the loss of our license and our right to develop and market products, if any, derived from the UIUC Silicon Nanoparticle Technology, the loss of which will have a material adverse effect on the business and may require us to substantially curtail our operations. We may need additional licenses in the future in order to maintain our rights to market products developed from the UIUC Silicon Nanoparticle Technology. We may not retain all rights to developments, inventions, patents and other proprietary information resulting from any collaborative arrangements, whether in effect as of the date hereof or which may be entered into at some future time with third parties. As a result, we may be required to license such developments, inventions, patents or other proprietary information from such third parties, possibly at significant cost to us. Our failure to obtain any such licenses could have a material adverse

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effect on the business, financial condition and results of our operations. In particular, the failure to obtain a license could prevent us from using or commercializing our technology. Because we have not yet obtained an exclusive license, our rights under the UIUC Sponsored Research Agreement may not provide meaningful commercial protection for our interests in the UIUC Silicon Nanoparticle Technology. Our ability to compete effectively depends in part, on our ability to maintain the proprietary nature of our technologies, which includes the ability to license patented technology or obtain, protect and enforce new patents on our technology and to protect our trade secrets. Since we have not yet obtained a license to the UIUC Silicon Nanoparticle Technology, it is not clear what rights, if any, we may have under the UIUC Patents. If we cannot directly pursue others from infringing on the UIUC Patents, we will need to rely on UIUC, as the case may be, to do so. UIUC, as the case may be, may not devote the resources that may be required in any such effort to preclude others from infringing on their respective patents or other proprietary rights which may be related to the UIUC Silicon Nanoparticle Technology. Even if we do obtain a license to the UIUC Silicon Nanoparticle Technology, we cannot rely on the UIUC Patents to provide us with any significant competitive advantage. Others may challenge the UIUC Patents and, as a result, the UIUC Patents could be narrowed, invalidated or rendered unenforceable. Competitors may develop competitive products that may be outside the scope of protection, if any, afforded by the UIUC Patents. In addition, any future patent applications may not result in the issuance of patents in the United States or foreign countries. Further, it may take years to obtain the approval (or rejection) of patent applications. The validity or enforceability of a patent after its issuance by the Patent and Trademark Office can be challenged in litigation. The patents protecting our products may be infringed or successfully avoided through design innovation. The cost of patent litigation may be substantial. If the outcome of the litigation is adverse to the owner of the patent, third parties may then be able to use the invention covered by the patent without payment or permission of the patent owner. If we lose the services of the scientific personnel not employed by us, the development of our technologies will be substantially delayed or precluded, resulting in a total loss of our investment in technology. We are dependent upon certain collaborating scientific personnel who are not employed by us, with respect to the continuing research and development of the UIUC Silicon Nanoparticle Technology. These persons are employed by UIUC. The loss of such services could have a materially adverse effect on us. We have no control over whether our principal investigators or other scientific personnel will choose to remain involved with our projects. These individuals are not bound by contract to us nor employed by us. They might move on to other research. Because there is no assurance that qualified replacements can be found, the loss of their services may substantially delay if not preclude the continued development of our technologies, in which event we may need to curtail or cease our operations and as a result the value of your investment may be diminished or entirely eradicated. Compliance with environmental regulations, or dealing with harmful biological materials or hazardous materials involved in our research and development, may require us to divert our limited capital resources. Our research and development programs do not generally involve the handling of harmful biological materials or hazardous materials, but they may occasionally do so. Accordingly, we may

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become subject to federal, state and local laws and regulations governing the use, handling, storage and disposal of hazardous and biological materials. If violations of environmental, health and safety laws occur, we could be held liable for damages, penalties and costs of remedial actions. These expenses or this liability could have a significant negative impact on our business, financial condition and results of operations. We may violate environmental, health and safety laws in the future as a result of human error, equipment failure or other causes. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations. We may be subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes to or restrictions on permitting requirements or processes, hazardous or biological material storage or handling might require an unplanned capital investment or relocation. Failure to comply with new or existing laws or regulations could harm our business, financial condition and results of operations. We do not have any insurance coverage with respect to damages or liabilities we may incur as a result of these activities. We operate in highly competitive markets; in attempting to acquire or commercialize technologies, we face competition from other companies, products and technologies. Our commercial success will depend on our ability and the ability of our sublicensees, if any, to compete effectively in product development areas such as, but not limited to, safety, efficacy, ease of use, patient or customer compliance, price, marketing and distribution. Our competitors may succeed in developing products that are more effective than any products derived from our research and development efforts or that would render such products obsolete and non-competitive. The technology industry is characterized by intense competition, rapid product development and technological change. Most of the competition that we encounter is expected to come from companies, research institutions and universities who are researching and developing technologies and products similar to or competitive with any we may develop. These companies enjoy numerous competitive advantages, including:        significantly greater name recognition; established relations with,customers and third-party payors; established distribution networks; more advanced technologies and product development; additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage; greater experience in conducting research and development, manufacturing, obtaining regulatory approval for products, and marketing approved products; and greater financial and human resources for product development, sales and marketing, and patent litigation. As a result, we may not be able to compete effectively against these companies or their products.

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RISKS PARTICULAR TO THE UIUC SILICON NANOPARTICLE TECHNOLOGY We are subject to current and proposed government and safety regulations with respect to the development of the UIUC Silicon Nanoparticle Technology, compliance with which may require capital expenditures beyond our current financial means. The production and marketing of products which may be developed from the UIUC Silicon Nanoparticle Technology involves the development of photovoltaic technologies subject to existing regulations, and new nanomaterials technologies which may be subject to yet undetermined regulations. Our ongoing research and development activities may be subject to extensive regulation and review by numerous governmental and safety regulatory authorities. The UIUC Silicon Nanoparticle Technology and any products derived from the technology must undergo rigorous safety testing and may be subject to extensive regulatory approvals processes before they can be marketed if they were to receive approval (which they may not in fact receive). This process makes it longer, harder and more costly to bring products which may be developed from our technologies to market. The safety approvals process can be expensive, lengthy and uncertain. Ongoing discussion and review of safety implications of the use of nanomaterials, including the use of nanoparticles, may result in the introduction of rigorous regulatory oversight. The UIUC Silicon Nanoparticle Technology and any products derived from the technology may be subject to regulation of nanomaterials, including silicon nanoparticles, and their application in the production-distribution of electrical current and photovoltaic products. Current safety requirements for photovoltaic and electrical products in commercial and residential applications include, but may not be limited to, Occupational Safety and Health Administration (OSHA) regulations, National Electrical Code (NEC) as approved as an American National Standard by the American National Standards Institute (ANSI) or ANSI/NFPA-70, certification by Underwriters Laboratories (UL) and the Society of Automotive Engineers (SAE), and compliance with local building codes. Use of nanomaterials, including silicon nanoparticles, is currently unregulated; however, the use and regulation of nanomaterials is currently under review by numerous safety and regulatory agencies. Among review is the evaluation of the potential environmental impact and human health implications of exposure to nanomaterials. Non-compliance with applicable regulatory requirements, could result in warning letters, non-approval, suspensions of regulatory approvals, civil penalties and criminal fines, product seizures and recalls, operating restrictions, injunctions, and criminal prosecution, any or all of which will adversely affect our operations. Delays in or rejection of prospective government or regulatory agency approval of the UIUC Silicon Nanoparticle Technology (or products derived from the technology) may also adversely affect our business. Such delays or rejection may be encountered due to, among other reasons, government or regulatory delays, unforeseen safety issues, varying interpretations of data generated during safety testing, or changes in regulatory policy during the period of product development in the United States.

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The research to be conducted regarding the UIUC Silicon Nanoparticle Technology is based on the use of unregulated silicon nanoparticles, classified as “nanomaterials”, currently under review by federal agencies, regulatory bodies, and others for environmental impact and human health and safety for potential regulation; the use of nanomaterials in photovoltaic products may be limited or prohibited under future federal, state, and local laws. The production and marketing of products which may be developed from the UIUC Silicon Nanoparticle Technology involves the use of silicon nanoparticles, more broadly categorized as “nanomaterials”. The use of nanomaterials for photovoltaics products remains unregulated, however, the use and regulation of nanomaterials is under review by numerous safety and regulatory agencies, evaluating potential environmental impact and human health implications of exposure to nanomaterials. The UIUC Silicon Nanoparticle Technology and any products derived from the technology may be subject to safety regulations which may emerge from many ongoing reviews by several agencies, including but not limited to: the Environmental Protection Agency (EPA), investigating nanomaterials for inclusion in the Toxic Substances Control Act; Department of Health and Human Services‟ (DHHS), National Toxicology Program to determine toxicity of nanomaterials; National Institute for Occupational Safety and Health (NIOSH), to ensure worker safety; Food and Drug Administration (FDA) for potentially adverse health effects; National Toxicology Program (NTP), investigating potential toxicity of nanoscale materials by way of inhalation and uptake by the skin; National Cancer Institute in collaboration with the FDA and National Institute of Standards and Technology (NIST) to better characterize nanomaterials, and examine the physical attributes of nanoparticles for absorption, distribution, metabolism, excretion, and toxicity; and numerous additional agencies evaluating the effects of nanoscale materials on biological systems, the transport and transformation of nanoparticles in the environment, and other effects. Future legislation or regulatory restrictions related to the use of nanoparticles may be implemented, and may become more onerous over time. We may not be able to comply with any future regulations, including local, state and federal laws. As a result, we may be unable to develop the UIUC Silicon Nanoparticle Technology or produce our products based on the UIUC Silicon Nanoparticle Technology in a profitable manner. In the future, more stringent oversight in product clearance and enforcement activities in the United States could result in our experiencing longer approval cycles, more uncertainty, greater risk, and higher expenses. Even if regulatory approval of a product is granted, this approval may entail limitations on uses for which the product may be labeled and promoted. It is possible, for example, that we may not receive approvals to market the UIUC Silicon Nanoparticle Technology (or products derived from the technology) for broader or different applications or to market updated products that represent extensions of the UIUC Silicon Nanoparticle Technology. In addition, assuming we obtain a license to the UIUC Silicon Nanoparticle Technology, we may not receive regulatory approvals to export products, based on the UIUC Silicon Nanoparticle Technology, in the future, and countries to which the products are to be exported may not approve them for import. In the event that future legislation is enacted in order to regulate the use of nanomaterials, any manufacturing facilities which we would utilize for the production of products based on the UIUC Silicon Nanoparticle Technology may also be subject to review and inspection. In such a case, a governmental authority may challenge our compliance with applicable federal, state, local and foreign regulations. In addition, any discovery of previously unknown problems with the UIUC Silicon Nanoparticle Technology, products derived from the technology, or manufacturing facilities used to manufacture the UIUC Silicon Nanoparticle Technology (or any products derived from the technology)

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may result in restrictions on the products or the facility, including withdrawal of the product from the market or other enforcement actions. To the extent we are able to develop products based upon or derived from the UIUC Silicon Nanoparticle Technology, if such products do not gain market acceptance, we may not achieve sales and market share. The development of a successful market for our products may be adversely affected by a number of factors, some of which are beyond our control, including:  our failure to produce products that compete favorably against other solar-photovoltaic power products on the basis of cost, quality and performance;  our failure to produce products that compete favorably against conventional energy sources and alternative distributed-generation technologies, such as wind, biomass and solar thermal, on the basis of cost, quality and performance;  whether customers will accept our new designs under development; and  our failure to develop and maintain successful relationships with manufacturers, distributors, and other resellers, as well as strategic partners. If our products fail to gain market acceptance, we will be unable to achieve sales and market share. If solar-photovoltaic technology is not suitable for widespread adoption or sufficient demand for solar power products does not develop or takes longer to develop than we anticipate, we may not be able to profitably exploit the UIUC Silicon Nanoparticle Technology. The market for solar-photovoltaic products is emerging and rapidly evolving, and its future success is uncertain. If such solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop sufficiently, we would be unable to achieve sales and market share. In addition, demand for solar power products in the markets and geographic regions we target may not develop or may develop more slowly than we anticipate. Many factors will influence the widespread adoption of solar power technology and demand for solar power products, including:  cost-effectiveness of solar technologies as compared with conventional and competitive alternative energy technologies;  performance and reliability of solar products as compared with conventional and non-solar alternative energy products;  success of alternative distributed generation technologies such as hydrogen fuel cells, wind turbines, bio-diesel generators and solar thermal technologies;  public concern regarding energy security, the potential risks associated with global warming, the environmental and social impacts of fossil fuel extraction and use;  fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources;

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 increases or decreases in the prices of oil, coal and natural gas;   capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;  continued deregulation of the electric power industry and broader energy industry; and  availability of government subsidies and incentives. Technological changes in the solar power industry could render our products uncompetitive or obsolete, which could prevent us from achieving market share and sales. Our failure to refine our technology and to develop and introduce new products could cause our products to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. The solar power industry is rapidly evolving and highly competitive. We will need to invest significant financial resources in research and development to keep pace with technological advances in the solar power industry and to compete in the future and we may be unable to secure such financing. We believe that a variety of competing solar power technologies may be under development by other companies that could result in lower manufacturing costs or higher product performance than those expected for our products. Our development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for the commercialization of solar power products. We face intense competition from other companies producing solar power and other energy generation products. If we fail to compete effectively, we may be unable to increase our market share and sales. The solar power market is intensely competitive and rapidly evolving. Our competitors are better capitalized, have established market positions more prominent than ours, and if we fail to attract and retain customers and establish a successful distribution network for our solar products, we may be unable to achieve adequate sales and market share. There are a number of major multi-national corporations that produce solar power products, which may be competitive with those which we are seeking to develop, including BP Solar, Kyocera, Sharp, GE, Mitsubishi, Solar World AG and Sanyo. We also expect that future competition will include new entrants to the solar power market offering new technological solutions. Further, many of our competitors are developing and are currently producing products based on new solar power technologies that may have costs similar to, or lower than, our projected costs. Most of our competitors are substantially larger than we are, have longer operating histories, and have substantially greater financial, technical, manufacturing and other resources than we do. Our competitors‟ greater sizes in some cases provides them with competitive advantages with respect to manufacturing costs due to their ability to allocate fixed costs across a greater volume of production and purchase raw materials at lower prices. Many also have far greater name recognition, an established distribution network and an installed base of customers. In addition, many of our competitors have well-established relationships with current and potential resellers, which have extensive knowledge of our target markets. As a result, our competitors will be able to devote greater resources to research, development, promotion and sale of their products and may be able to respond more quickly to evolving industry standards and changing customer requirements than we can.

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Our success will be dependent upon our ability to develop products that are superior to existing products and products introduced in the future, and which are cost effective. In addition, we may be required to continually enhance any products that are developed as well as introduce new products that keep pace with technological change and address the increasingly sophisticated needs of the marketplace. There can be no assurance that we will be able to keep pace with the technological demands of the marketplace or successfully develop products that will succeed in the marketplace.

RISKS PARTICULAR TO THE MARKET FOR OUR COMMON STOCK The value and transferability of your shares may be adversely impacted by the limited trading market for our stock on the OTCBB, which is a quotation system, not an issuer listing service, market or exchange. Because buying and selling stock on the OTCBB is not as efficient as buying and selling stock through an exchange, it may be difficult for you to sell your shares or you may not be able to sell your shares for an optimum trading price. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume limitations in over-the-counter securities. Because trades and quotations on the OTCBB involve a manual process, the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices. When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual‟s orders being executed, and current prices may differ significantly from the price one was quoted by the OTCBB at the time of the order entry. Orders for OTCBB securities may not be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTCBB. Due to the manual order processing involved in handling OTC Bulletin Board trades, order processing and reporting may be delayed, and an individual may not be able to cancel or edit his order. Consequently, one may not able to sell shares of common stock at the optimum trading prices. The dealer‟s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of securities on the OTCBB if the common stock or other security must be sold immediately. Further, purchasers of securities OTCBB may not have a bid price for securities bought and sold through the OTCBB. Due to the foregoing, demand for securities that are traded through the OTCBB may be decreased or eliminated. The trading price of our common stock historically has been volatile and may not reflect its value. The trading price of our common stock has, from time to time, fluctuated widely and in the future may be subject to similar fluctuations. During the last twelve months our stock has traded at a low of $0.56 (April 9, 2007) and a high of $5.39 (August 17, 2007). The trading price may be affected by a number of factors including the risk factors set forth herein, as well as our operating results, financial condition, general economic conditions, market demand for our common stock, and various

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other events or factors both in and out of our control. In addition, the sale of our common stock into the public market upon the effectiveness of this registration statement could put downward pressure on the trading price of our common stock. In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These fluctuations may have a negative effect on the market price of our common stock. Mr. Harmel Rayat, our director, Chief Financial Officer and principal shareholder, owns approximately 64% of our issued and outstanding stock. This ownership interest may preclude you from influencing significant corporate decisions. Upon completion of the offering (assuming that none of the Warrants are exercised), Mr. Harmel S. Rayat, our Chief Financial Officer and director, will own beneficially, in the aggregate, 36,749,600 shares of our common stock or approximately 64% of our outstanding common stock. As a result, he will be able to exercise a controlling influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, and will have significant control over our management and policies. Mr. Rayat‟s interests may at times be different from yours. For example, he may support proposals and actions with which you may disagree or which are not in your interests. The concentration of ownership could delay or prevent a change in control of our company or otherwise discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price of our common stock. In addition, Mr. Rayat could use his voting influence to maintain our existing management and directors in office, delay or prevent changes of control of our company, or support or reject other management and board proposals that are subject to shareholder approval, such as amendments to our employee stock plans and approvals of significant financing transactions. We may compete for the time and efforts of our officers and directors. Certain of our officers and directors are also officers, directors, and employees of other companies, and we may have to compete with the other companies for their time, attention and efforts; except for Mr. Nicholas Cucinelli who devotes his full time and attention to our affairs, none of our officers and directors anticipate devoting more than approximately five (5%) percent of their time to our matters. Other than with Mr. Cucinelli, we currently have no employment agreements with any of our officers and directors imposing any specific condition on our officers and directors regarding their continued employment by us. Our proposed businesses raise potential conflicts of interests between certain of our officers and directors and us. Certain of our directors are or may become directors and employees of other technology companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation by us and such other companies. In addition, directors may present potential prospects to such other companies rather than presenting the opportunities to us or be affiliated with companies developing technologies which may compete with our technologies. We have not established any mechanisms regarding the resolution of any such conflict if it were to arise; accordingly, there is no assurance that any such conflict will be resolved in a manner that would not be adverse to our interest.

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We have a large number of restricted shares outstanding, a portion of which may be sold under rule 144 which may reduce the market price of our shares. Of the 57,539,600 shares of our common stock issued and outstanding, assuming no warrants are exercised, 40,424,600 shares are deemed "restricted securities," within the meaning of Rule 144; ninety-one (91 %) percent (36,749,600 shares) of these restricted shares are owned by Mr. Harmel S. Rayat, our chief financial officer, a director and a controlling shareholder. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the Securities Act. In general, under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our affiliates, who has beneficially owned restricted shares of our common stock for at least one year is permitted to sell in a brokerage transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class, or, if our common stock is quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale, if greater. This provision currently applies to the shares owned by Mr. Rayat. Rule 144 also permits a person who presently is not and who has not been an affiliate of ours for at least three months immediately preceding the sale and who has beneficially owned the shares of common stock for at least six months to sell such shares without regard to any of the volume limitations described above. This provision may apply as early as August 12, 2008 to the 3,675,000 shares issued in the Private Placement. The possibility that substantial amounts of our common stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities. There are options and warrants to purchase shares of our common stock currently outstanding. We have granted options and warrants to purchase an aggregate of 1,610,000 shares of our common stock to various persons and entities. The exercise prices on these options and warrants are as follows: 1,350,000 stock options at $1.66, 20,000 Class C Warrants at $0.50, 120,000 Class D Warrants at $0.55, 120,000 Class E Warrants at $0.60 and 4,189,500 Warrants at $1.25. If issued, the shares underlying these options and warrants would increase the number of shares of our common stock currently outstanding and will dilute the holdings and voting rights of our then-existing shareholders. We have the ability to issue additional shares of our common stock without asking for shareholder approval, which could cause your investment to be diluted. Our articles of incorporation authorize the Board of Directors to issue up to 100,000,000 shares of common stock and up to 1,000,000 shares of preferred stock. The power of the Board of Directors to issue shares of common stock or warrants or options to purchase shares of common stock is generally not subject to shareholder approval. Accordingly, any time the Board of Directors determines that it is in the best interests of the corporation to issue shares of its common stock, your investment will be diluted. We may issue preferred stock which may have greater rights than our common stock. We are permitted in our charter to issue up to 1,000,000 shares of preferred stock. Currently no preferred shares are issued and outstanding; however, we can issue shares of our preferred stock in one

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or more series and can set the terms of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing them to be converted into shares of common stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock. Our compliance with changing laws and rules regarding corporate governance and public disclosure may result in additional expenses to us which, in turn, may adversely affect our ability to continue our operations. Keeping abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever approved for listing on either NASDAQ or a registered exchange, NASDAQ and stock exchange rules, will require an increased amount of management attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards, which may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. This could have an adverse impact on our ongoing operations. The value and transferability of your shares may be adversely impacted by the limited trading market for our stock on the “OTCBB.” There is only a limited trading market for our shares on the OTCBB. The OTCBB is not an exchange. Trading of securities on the OTCBB is often more sporadic than the trading of securities listed on an exchange or NASDAQ. You may have difficulty reselling any of the shares that you purchase from the selling stockholders. We are not certain that a more active trading market in our common stock will develop, or if such a market develops, that it will be sustained. Sales of a significant number of shares of our common stock in the public market could result in a decline in the market price of our common stock, particularly in light of the illiquidity and low trading volume in our common stock. Our common stock is a "penny stock," and because "penny stock” rules will apply, you may find it difficult to sell the shares of our common stock you acquired in this offering. Our common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the Securities Exchange Act of 1934. Generally, a "penny stock" is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the U.S. Securities & Exchange Commission. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser's written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there is less trading activity in penny stocks and you are likely to have difficulty selling your shares.

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We do not intend to pay dividends for the foreseeable future. We currently intend to retain future earnings, if any, to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase the shares offered by us pursuant to this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “ may ,” “ will ,” “ should ,” “ expect ,” “ anticipate ,” “ estimate ,” “ believe ,” “ intend ,” or “ project ” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows (b) our growth strategies, (c) expectations from our ongoing sponsored research and development activities (d) anticipated trends in the technology industry, (e) our future financing plans and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “ Management’s Plan of Operation ” and “ Description of Our Business and Properties ,” as well as in this prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “ Risk Factors ” and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading. Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. We will have little likelihood

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of long-term success unless we are able to continue to raise capital from the sale of our securities until, if ever, we generate positive cash flow from operations. RECENT FINANCING On February 12, 2008, we consummated the sale of an aggregate of 3,675,000 shares of our common stock and Warrants to purchase up to an additional 3,675,000 shares of our common stock at a per share purchase price of $1.00 for an aggregate purchase price of $3,675,000 pursuant to the terms of a Securities Purchase Agreement dated February 8, 2008 with certain institutional and other accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act. The securities that were issued to the Investors in the Private Placement were not registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. In connection with the Securities Purchase Agreement we entered into a Registration Rights Agreement dated February 8, 2008 with the Investors. Pursuant to the terms of the Registration Rights Agreement, we have agreed to register the resale of the shares sold in the private placement, including shares issuable upon exercise of the Warrants, on a registration statement to be filed by us with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. We have agreed to use our commercially reasonable efforts to file the registration statement with the SEC within 45 days after February 8, 2008, to cause such registration statement to be declared effective by the SEC within the earlier of 120 days after February 8, 2008 (or, in the event, of a review by the SEC, 150 days after February 8, 2008) or the 5 th business day following the date on which we are notified by the SEC that the SEC will not review the registration statement or that the SEC has no further comments on the registration statement and to cause such registration statement to remain effective for the required registration period. The 3,675,000 shares issued in the Private Placement and the 4,189,500 shares of common stock which may be issued to certain of the Selling Stockholders upon the exercise of outstanding Warrants constitute the aggregate 7,864,500 shares registered pursuant to the registration statement of which this prospectus is part. The Warrants are exercisable for a period of three years at an initial exercise price of $1.25 per share beginning on February 12, 2008. The number of shares issuable upon exercise of the Warrants and the exercise price of the Warrants are adjustable in the event of stock splits, combinations and reclassifications, but not in the event of the issuance by us of additional securities, unless such issuance is at a price per share which is less than the then applicable exercise price of the warrants, in which event then the exercise price shall be reduced and only reduced to equal lower issuance price and the number of shares issuable upon exercise thereof shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The exercise price is also subject to adjustment, of up to a maximum $0.22 per share, in the event we do not satisfy its obligations under the terms of Registration Rights Agreement. The Warrants are callable, at a price of $0.001 per Warrant, subject to certain conditions, after the earlier to occur of (i) the expiration of the then applicable hold periods for a cashless exercise under Rule 144 as promulgated pursuant to the Securities Act of 1933, as amended or (ii) the date the registration statement filed pursuant to the Registration Rights Agreement is declared effective by the SEC, if , the VWAP (the volume weighted average price) for our common stock for each of 5 consecutive Trading Days exceeds $1.75. Pursuant to the Securities Purchase Agreement and the Registration Rights Agreement, Octillion and the investor parties have made other covenants and representations and warranties

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regarding matters that are customarily included in financings of this nature. In the event that during the twelve month period following the Closing Date, Octillion issues shares at a price per share which is less than $1.00 (“Base Share Price”), then Octillion is required to issue to the investors the number of shares equal to (1) the quotient of the aggregate purchase price payable under the Securities Purchase Agreement divided by Base Share Price less (2) the quotient of the aggregate purchase price divided by the per share purchase price under the Securities Purchase Agreement. Westminster Securities Corp. acted as the placement agent for the private placement and was paid a fee of $257,250, or 7% of the aggregate proceeds. In addition, Westminster Securities was reimbursed $6,045 of expenses incurred on behalf of the Company. Westminster Securities Corp. also received a Warrant to purchase up to 514,500 shares of the Company‟s common stock. USE OF PROCEEDS This prospectus relates to the resale of certain shares of our common stock that may be offered and sold from time to time by the Selling Stockholders. This prospectus also relates to shares of our common stock to be issued to persons who exercise Warrants. We will not receive any proceeds from the sale of shares of common stock in this offering. However, we will receive proceeds from the exercise of any warrants and we will use any such proceeds for working capital purposes. DETERMINATION OF OFFERING PRICE The selling stockholders will determine at what price they may sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated prices. Please refer to “Plan of Distribution.” MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS Our common stock is quoted on the OTCBB under the symbol “OCTL.” As of March 3, 2008, there were 57,539,600 shares of our common stock outstanding and held by 44 stockholders of record. As of March 3, 2008, we had 4,449,500 shares of common stock reserved for issuance upon exercise of outstanding Warrants and 1,350,000 reserved for issuance upon exercise of outstanding options. We have no shares of preferred stock issued and outstanding. The following table sets forth the range of high and low closing bid quotations for our common stock since our common stock was listed on the OTCBB from $0.10 to $5.06 through March 3, 2008. The quotations represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.
FISCAL YEAR 2008 Third Quarter (March 1 through March 3) Second Quarter (December 1 through February 29) First Quarter (September 1 through November 30) FISCAL YEAR 2007 Fourth Quarter (June 1 through August 3) Third Quarter (March 1 through May 31) Second Quarter (December 1 through February 28) First Quarter (September 1 through November 30) HIGH $1.65 $2.75 $4.97 HIGH $5.06 $1.37 $3.55 $3.09 LOW $1.49 $1.19 $1.79 LOW $1.05 $0.60 $0.83 $0.55

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FISCAL YEAR 2006 Fourth Quarter (June 1 through August 31) Third Quarter (March 1 through May 31) Second Quarter (December 1 through February 28) First Quarter (September 1 through November 30)

HIGH $0.58 $0.46 $0.47 $0.48

LOW $0.43 $0.40 $0.28 $0.25

At March 3, 2008, the closing price of our common stock was $1.49. Dividends We have not paid any dividends on our common stock and our board of directors presently intends to continue a policy of retaining earnings, if any, for use in our operations. The declaration and payment of dividends in the future, of which there can be no assurance, will be determined by the board of directors in light of conditions then existing, including earnings, financial condition, capital requirements and other factors. The Nevada Revised Statutes prohibit us from declaring dividends where, if after giving effect to the distribution of the dividend:   We would not be able to pay our debts as they become due in the usual course of business; or Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution. Except as set forth above, there are no restrictions that currently materially limit our ability to pay dividends or which we reasonably believe are likely to limit materially the future payment of dividends on common stock. Transfer Agent The transfer agent of our common stock is Holladay Stock Transfer, Inc., 2939 North 67th Place, Scottsdale, Arizona 85251. Penny Stock The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Our stock is currently a “penny stock.” Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker‟s or dealer‟s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities‟ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading

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in penny stocks; and (f) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer‟s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser‟s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Rule 144 Of the 57,539,600 shares of our common stock issued and outstanding, assuming no warrants are exercised, 40,424,600 shares are deemed "restricted securities," within the meaning of Rule 144; ninety-one (91 %) percent (36,749,600 shares ) of these restricted shares are owned by Mr. Harmel S. Rayat, our chief financial officer, a director and a controlling shareholder. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the Securities Act. In general, under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our affiliates, who has beneficially owned restricted shares of our common stock for at least one year is permitted to sell in a brokerage transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class, or, if our common stock is quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale, if greater. This provision currently applies to the shares owned by Mr. Rayat. Rule 144 also permits a person who presently is not and who has not been an affiliate of ours for at least three months immediately preceding the sale and who has beneficially owned the shares of common stock for at least six months to sell such shares without restriction other than the requirement that there be current public information as set forth in Rule 144. This provision may apply as early as August 12, 2008 to the 3,675,000 shares issued in the Private Placement. If a non-affiliate has held the shares for more than one year, such person may effect unlimited resales pursuant to Rule 144 without any restriction. The possibility that substantial amounts of our common stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities. Please refer to “ Risk Factors. ”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview We are a development stage technology company focused on the identification, acquisition, development and eventual commercialization of emerging, leading edge alternative energy technologies. We are conducting our operations through our wholly owned subsidiaries, Sungen and Octillion Technologies. Our business model is premised upon the use of established research infrastructure owned by the various institutions with whom we have research and development agreements, saving significant capital which would otherwise be required for such things as land and building acquisition, equipment and furniture purchases, and other incidental start up costs. Until recently, in addition to our current focus on developing alternative energy technologies, our company pursued the development of diverse technologies, including biotechnology. We pursued the development of biotechnologies through our wholly-owned subsidiary, MicroChannel. On April 9, 2007, our Board of Directors determined that the best way to create shareholder value (separate and apart from our operating performance) and, at the same time permit us to focus our resources more fully on, and thereby facilitate the development of, our solar and alternative energy technologies was by spinning off and distributing our shares of MicroChannel in the form of a special dividend to our shareholders. In determining the terms of the distribution, our Board of Directors also considered our ability, as well as the ability of MicroChannel, to obtain the necessary financing to fund our respective operations as “stand alone” companies. We completed the distribution on December 21, 2007 on the basis of one share of MicroChannel common stock for every one share of our common stock owned by our shareholders as of August 22, 2007, the record date. We no longer have any interest in MicroChannel; however, Mr. Harmel S. Rayat, our Chief Financial Officer, director and controlling stockholder, owns approximately 68% of the issued and outstanding stock of MicroChannel. MicroChannel is a development stage company focused on the research, development and eventual commercial exploitation of a nerve regeneration technology. Our current research and development activity is focused on development of the UIUC Silicon Nanoparticle Technology. We have not generated any revenues and as of November 30, 2007 had incurred a loss of $3,867,413 since inception. Cash on hand at November 30, 2007, August 31, 2007 and 2006, totaled $905,422, $1,437,876, and $247,492 respectively. We had a working capital surplus of $819,805, $1,414,170 and $206,122 at November 30, 2007, August 31, 2007 and August 31, 2006, respectively, and a stockholders‟ capital equity of $822,215 at November 30, 2007, $1,414,622 at August 31, 2007, and $207,202 at August 31, 2006. We do not anticipate any revenues from operations for the foreseeable future. We recently completed the Private Placement pursuant to which we received aggregate proceeds of $3,675,000.

In light of our recently completed financing we believe that our available funds will be sufficient to fund our operations at least through August 31, 2009. However, this is a forward-looking

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statement, and there may be changes that would consume available resources significantly before such time. Our long-term capital requirements and the adequacy of our available funds will depend upon many factors, including: • the progress of our research, and development programs; • changes in existing collaborative relationships; • our ability to establish additional collaborative relationships; • the magnitude of our research and development programs; • competitive and technological advances; • the time and costs involved in obtaining regulatory approvals; • the costs involved in preparing, filing, prosecuting, maintaining and enforcing patent claims; • our dependence on others for development and commercialization of our product candidates, and • successful commercialization of our products consistent with our licensing strategy. Additional funding, whether through additional sales of securities or collaborative or other arrangements with corporate partners or from other sources, may not be available when needed or on terms acceptable to us. The issuance of preferred or common stock or convertible securities, with terms and prices significantly more favorable than those of the currently outstanding common stock, could have the effect of diluting or adversely affecting the holdings or rights of our existing stockholders. In addition, collaborative arrangements may require us to transfer certain material rights to such corporate partners. We plan to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. We hope to keep operating costs to a minimum until we achieve positive cash flow through financings or operating activities. If we are unable to generate profits or unable to obtain sufficient additional funds for our working capital needs, we may need to delay, scale-back or eliminate certain of our research and development programs or cease operations. In view of these conditions, our ability to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Results of operations Three Months Ended November 30, 2007 and 2006 We did not generate revenue for the three months ended November 30, 2007. During the three months ended November 30, 2007, we incurred $1,412,575 in general and administrative expenses, an increase of 257% over 2006 expenses of $396,042. The increase is primarily attributable to an increase in stock based compensation expenses and operating expenses. Interest income increased 451% to $12,904 for the three months ended November 30, 2007, from $2,340 in the same period in 2006. This was the result of higher average cash balances maintained during the three months ended November 30, 2007. As of November 30, 2007, the Company's accumulated deficit was $3,867,413, and as a result, there has been no provision for income taxes to date.

For the three months ended November 30, 2007, the Company recorded a net loss of $1,475,514, an increase of 230%, compared to a net loss of $447,419 for the same period in 2006. The

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increase is primarily attributable to an increase in stock based compensation expense and operating expenses. Year ended August 31, 2007 compared to year ended August 31, 2006 We did not generate revenues for the years ended August 31, 2007 and August 31, 2006. During the year ended August 31, 2007, we incurred $1,286,330 in general and administrative expenses, an increase of 1,437% over 2006 expenses of $83,681. The increase is primarily attributable to an increase in investor relations costs, travel and entertainment, and operating expenses. Interest income increased 316% to $29,469 for the year ended August 31, 2007, from $7,078 in the same period in 2006. This was the result of higher average cash balances maintained during the year ended August 31, 2007. As of August 31, 2007, the Company's accumulated deficit was $2,391,899, and as a result, there has been no provision for income taxes to date. For the year ended August 31, 2007, the Company recorded a net loss of $1,442,769, an increase of 813%, compared to a net loss of $157,982 for the same period in 2006. The increase is primarily attributable to an increase in investor relations costs, travel and entertainment, and operating expenses. Year ended August 31, 2006 compared to year ended August 31, 2005 We did not generate revenues for the years ended August 31, 2006 and August 31, 2005. During the year ended August 31, 2006, we incurred $83,681 in general and administrative expenses, an increase of 56% over 2005 expenses of $53,766. The increase is primarily attributable to an increase in professional fees. Interest income increased 1,034% to $7,078 for the year ended August 31, 2006, from $624 in the same period in 2005. This was the result of higher average cash balances maintained during the year ended August 31, 2006. As of August 31, 2006, our accumulated deficit was $549,130, and as a result, there has been no provision for income taxes to date. For the year ended August 31, 2006, we incurred a net loss of $157,982, compared to a net loss of $103,142 for the same period in 2005, an increase of 53%. The increase is primarily attributable to an increase in professional fees and research and development costs. Liquidity and future capital requirements As of November 30, 2007, we had a cash balance of $905,422. We financed its operations primarily through cash on hand and proceeds from warrant exercises during the year ended November 30, 2007. We recently completed a private placement of shares of our common stock generating proceeds to us of $3,675,000. Due to the “start up” nature of our business, we expect to incur losses as it expands. To date, our cash flow requirements have been primarily met by debt and equity financings. Management

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believes that we have sufficient cash flow to meet our capital requirements for at least the next twelve months. Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. If we are unable to generate profits or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company‟s operations. Off-Balance Sheet Items We currently do not have any off-balance sheet items. Qualitative and Quantitative Disclosures About Market Risk Our exposure to market risk is confined to our cash equivalents and short-term investments. We invest in high-quality financial instruments; primarily money market funds, federal agency notes, and US Treasury obligations, with the effective duration of the portfolio within one year, which we believe, are subject to limited credit risk. We currently do not hedge interest rate exposure. Due to the short-term nature of our investments, we do not believe that we have any material exposure to interest rate risk arising from our investments. Critical Accounting Policies Our discussion and analysis or plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of its financial statements. Income Taxes - We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. We currently have recorded a full valuation allowance against net deferred tax assets as we currently believe it is more likely than not that the deferred tax assets will not be realized. Contingencies - We may be subject to certain asserted and unasserted claims encountered in the normal course of business. It is our belief that the resolution of these matters will not have a material adverse effect on our financial position or results of operations, however, we cannot provide assurance that damages that result in a material adverse effect on our financial position or results of operations will not be imposed in these matters. We account for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

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DESCRIPTION OF OUR BUSINESS AND PROPERTIES You should rely only on the information contained in this prospectus or any supplement hereto. We have not authorized anyone to provide you with different information. If anyone provides you with different information you should not rely on it. We are not making an offer to sell the shares in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus regardless of the date of delivery of this prospectus or any supplement hereto, or the sale of the shares. Our business, financial condition, results of operations and prospects may have changed since that date. We obtained statistical data and certain other industry forecasts used throughout this prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical and industry data and forecasts and market research used herein are reliable, we have not independently verified such data. We have not sought the consent of the sources to refer to their reports or articles in this prospectus. Background We were incorporated in the State of Nevada on May 5, 1998. Our corporate headquarters is located at 2638 Lapeer Road, Suite 2, Auburn Hills, MI 48326. Our telephone number is (800) 213-0689. We are a development stage technology company focused on the identification, acquisition, development and eventual commercialization of emerging leading edge alternative energy technologies which we believe have the potential for commercialization. Our strategy is to initially acquire rights to technologies and products that are being developed by third parties, primarily universities and government agencies, through cooperative research and development agreements. To date we have had no sales and no revenues; we have minimal assets and have incurred losses since inception. We are uncertain as to when, if ever, we will generate revenues. We conduct our operations through our two wholly-owned subsidiaries, Sungen and Octillion Technologies. We are currently sponsoring the research and development of one technology. The sponsored research relates to the development of a technology that could have application in the production of, or retrofitting of, home and office glass windows capable of generating electricity from solar energy without losing significant transparency or requiring major changes in manufacturing infrastructure. UIUC Silicon Nanoparticle Technology On August 25, 2006, through our wholly owned subsidiary, Sungen, we entered into the UIUC Sponsored Research Agreement, pursuant to which we have acquired an exclusive option to negotiate a license agreement (exclusive or non-exclusive) for the UIUC Silicon Nanoparticle Technology, which is the subject of the UIUC Patents. The UIUC Sponsored Research Agreement was amended on July 23, 2007; pursuant to the UIUC Sponsored Research Agreement (as amended), we agreed to provide additional funds of $203,617 to the previously awarded amount of $219,201 (for a total of $422,818) to UIUC in order to accelerate the development of films of silicon nanoparticle material composed of

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nanosilicon photovoltaic solar cells that have the potential to convert solar radiation to electrical energy. To date we have paid an aggregate of $266,709. The “UIUC Silicon Nanoparticle Technology” research project at UIUC is directed towards the integration of films of silicon nanoparticle material on glass substrates. With appropriate connections, the film may act as a nanosilicon photovoltaic solar cell that converts solar radiation to electrical energy. If successful, this configuration may have future applications in home and office glass windows, capable of converting solar energy into electricity with limited loss of transparency and minimal changes in manufacturing infrastructure. On a glass plate (substrate), thin metal film, or grid and buss lines, will be laid down in order to collect electrical current. The type of metal used for the grid lines will be optimized in relation to: the size of the nanoparticles and the relevant energy being produced (bandgap); and positive and negative charge collection. This first layer of thin film, or grid buss lines, will be covered with a film of closely packed nanoparticles, and topped by a thin layer of another metal, or grid and buss lines, for collection of the opposite charge. In constructing a prototype window using the UIUC Silicon Nanoparticle Technology, a glass substrate will be coated with an ultra-thin conducting coating (i.e. silver, aluminum, copper, tin, etc) in order to harness the electron charge; metal films remain transparent if they are ultra-thin (~ 10nm). An active 1 nm nanoparticle film will be deposited on the metal coating, which will then be topped with an ultra-thin conducting coating (i.e. indium tin-oxide or ITO) that is different form the material chosen for first layer, in order to harness the positive charge; ITO is a transparent material even for thick films. We believe that the outcome of the research may lead to a novel cascade architecture which utilizes multiple layers of nanoparticles and metals, acting as a photovoltaic solar cell. UIUC Silicon Nanoparticle Technology Research Budget The period of performance of the UIUC Sponsored Research Agreement is for two years, expiring on August 22, 2008 and the Company has to pay $422,818 for the performance of the project, with $2,000 payable upon execution of the agreement (paid), first installment of $27,150 payable on September 23, 2006 (paid) and the remaining 3 of $27,150 each (paid) and 4 of $78,054 each payable every three months thereafter ($156,108 paid). To date we have paid an aggregate of $266,709. Market Overview for the UIUC Silicon Nanoparticle Technology We believe that a significant market opportunity exists for photovoltaic technologies or products, capable of converting the sun‟s energy to electricity. Rising energy costs, increasing electricity consumption, and the need for a cleaner alternative to today‟s non-renewable energy sources, all contribute to the growing demand for solar and photovoltaic alternatives. Global energy consumption is expected to double from 2003 to 2030, according to the Energy Information Administration (EIA), and domestic electricity prices have been rising as a consequence of the cost of conventional fuels for electricity generation and looser pricing caps in some states. In 2005, the EIA estimates that residential electricity prices rose by 5.1% in the United States, the world‟s largest consumer of electricity.

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Higher costs, increasing demand, and environmental considerations have fueled research and development of renewable energy technologies, including photovoltaics (PV). Currently, PV modules (clusters of photovoltaic panels) are in use for large commercial applications in the United States, Japan, Germany, and others, and have also been installed as power plants in numerous countries. Government Regulation The UIUC Silicon Nanoparticle Technology is subject to certain government regulations. Our ability to remain viable will depend on favorable government decisions at various stages of the technology‟s development by various agencies. From time to time, legislation is introduced that could significantly change the statutory provisions governing our research and development processes, as well as approval, manufacture and marketing of any products derived from such research and development activities. The production and marketing of products which may be developed from the UIUC Silicon Nanoparticle Technology involves the development of photovoltaic technologies which are subject to existing safety regulations; and, new nanomaterials technologies which may be subject to yet undetermined regulations. Current safety requirements for photovoltaic and electrical products in commercial and residential applications can include, but may not be limited to, Occupational Safety and Health Administration (OSHA) regulations, National Electrical Code (NEC) as approved as an American National Standard by the American National Standards Institute (ANSI) or ANSI/NFPA-70, certification by Underwriters Laboratories (UL) and the Society of Automotive Engineers (SAE), and compliance with local building codes. These regulations are subject to change, and our ability to remain viable is contingent upon successfully satisfying regulatory requirements as stipulated by these agencies and/or others as the development of the technology evolves. While conventional photovoltaic and electrical products are currently regulated, the production and marketing of products which may be developed from the UIUC Silicon Nanoparticle Technology involves the use of silicon nanoparticles, more broadly categorized as “nanomaterials” is not. However, we believe that the use and regulation of nanomaterials is under review by numerous safety and regulatory agencies, evaluating potential environmental impact and human health implications of exposure to nanomaterials. The UIUC Silicon Nanoparticle Technology and any products derived from the technology may be subject to safety regulations which may emerge from many ongoing reviews by several agencies, including but not limited to: the Environmental Protection Agency (EPA), investigating nanomaterials for inclusion in the Toxic Substances Control Act; Department of Health and Human Services‟ (DHHS), National Toxicology Program to determine toxicity of nanomaterials; National Institute for Occupational Safety and Health (NIOSH), to ensure worker safety; Food and Drug Administration (FDA) for potentially adverse health effects; National Toxicology Program (NTP), investigating potential toxicity of nanoscale materials by way of inhalation and uptake by the skin; National Cancer Institute in collaboration with the FDA and National Institute of Standards and Technology (NIST) to better characterize nanomaterials, and examine the physical attributes of nanoparticles for absorption, distribution, metabolism, excretion, and toxicity; and numerous additional agencies evaluating the effects of nanoscale materials on biological systems, the transport and transformation of nanoparticles in the environment, and other effects. Future legislation or regulatory restrictions related to the use of nanoparticles may be implemented, and may become more onerous over time. We may not be able to comply with any future

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regulations, including local, state and federal laws. As a result, we may be unable to develop the UIUC Silicon Nanoparticle Technology or produce our products based on the UIUC Silicon Nanoparticle Technology in a profitable manner. Please refer to “Risk Factors.” Sales and Marketing Ultimately, we plan to market products, if any, developed from the UIUC Silicon Nanoparticle Technology for which we obtain regulatory approval through co-marketing, co-promotion, licensing and distribution arrangements with third party collaborators. No such arrangements presently exist. We believe that this approach will both increase market penetration and commercial acceptance of our products and enable us to avoid expending significant funds to develop a large sales and marketing organization. Please refer to “Risk Factors .” Competition Competition in the photovoltaics industry is growing. Although we are not aware of other products substantially similar to our products under development, numerous solar cell technologies have been developed, or are being developed, by a number of companies. Such technologies include, but are not necessarily limited to, the use of organic materials, advanced crystalline silicon thin film concepts, amorphous silicon, cadmium telluride, copper-indium-gallium-selenide (CIGS), titanium dioxide, and copper indium diselenide, and others. Given the benefit of time, investment, and advances in manufacturing technologies, any of these competing technologies may achieve lower manufacturing costs, superior performance, or greater market acceptance than products we develop, if any, from the UIUC Silicon Nanoparticle Technology. We face competition from many companies, major universities and research institutions in the United States and abroad. Many of our competitors have substantially greater resources, experience in conducting research, obtaining regulatory approvals for their products, operating experience, research and development and marketing capabilities and production capabilities. We will face competition from companies marketing existing products or developing new products which may render our technologies absolute. The description of the products and technologies being developed or marketed by our competitors listed below have been taken from publicly available documents or reports filed by these companies:  Konarka Technologies, Inc. - is focused on the development and advancement of nano-enabled polymer photovoltaic materials that are lightweight, flexible and more versatile than traditional solar materials;  XsunX, Inc. - develops and markets proprietary Thin Film Photovoltaic (TFPV) solar cell designs and core solar cell manufacturing systems, enabling licensees to manufacture TFPV solar devices on various substrates;  United Solar Ovonic - uses a unique manufacturing process to produce amorphous-silicon (a-Si) based thin-film solar modules; United Solar Ovonic is a wholly owned subsidiary of Energy Conversion Devices, Inc.;  Sharp Corporation - has developed mass-production technology for stacked triple-junction thin-film solar cells by turning a conventional two-active-layer structure (amorphous silicon plus microcrystalline silicon) into a triple-junction structure with amorphous silicon (two active layers) and microcrystalline silicon (single active layer); and

36

 DuPont - is a leading materials supplier to the Photovoltaic (PV) industry, with more than 20 years of experience in PV materials development, applications know-how, manufacturing expertise and global market access, and offers a broad and growing portfolio of films, resins for encapsulants, encapsulant films, and conductive pastes. These companies may have numerous competitive advantages, including:       significantly greater name recognition; established distribution networks; more advanced technologies and product development; additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive advantage; greater experience in conducting research and development, manufacturing, , obtaining regulatory approval for products, and marketing approved products; and greater financial and human resources for product development, sales and marketing, and patent litigation. Our commercial success will depend on our ability and the ability of our sublicensees, if any, to compete effectively in product development areas such as, but not limited to, safety, price, marketing and distribution. There can be no assurance that competitors will not succeed in developing products that are more effective than products, if any, we may derive from our research and development efforts or that would render any such products obsolete and non-competitive. Accordingly, in addition to our research and development efforts, we have undertaken a public relations/advertising program designed to establish our “brand” name recognition early on in our corporate development; we intend to continue to develop and market our brand name pending commercialization of products, if any, we may derive from our research and development efforts. We believe our strategy ultimately will facilitate the marketing, distribution and public acceptance of any products we may derive from our research and development efforts if and when regulatory approval is received. Competition with respect to our technologies is and will be based, among other things, on safety, reliability, availability, price and patent position. Another important factor will be the timing of market introduction of our competitive products. Accordingly, the speed with which we can develop products derived from the UIUC Silicon Nanoparticle Technology, complete safety approvals processes and ultimately supply commercial quantities of the products to the market is expected to be an important competitive factor. Our competitive position will also depend upon our ability to attract and retain qualified personnel, to obtain patent protection or otherwise develop proprietary products or processes, and to secure sufficient capital resources for the often substantial period between technological conception and commercial sales . Please refer to “Risk Factors.” Our Offices and Research Facilities Our corporate office is located at 2638 Lapeer Road, Suite 2, Auburn Hills, Michigan 48326. We have a one year lease, beginning on September 15, 2007 and we may renew by giving written notice to Landlord not less than ninety (90) days prior to the expiration of the initial term. The rent for the office in Auburn Hills, MI is $600 per month.

We also maintain an office at 1628 West 1st Ave., Suite 216, Vancouver, British Columbia, Canada., in premises owned by a private corporation controlled by Mr. Harmel S. Rayat, our secretary, treasurer, chief financial officer, principal accounting officer, director and majority shareholder, owns

these Vancouver, BC premises. We have a one year lease, beginning on October 1, 2007 and will be automatically renewed for successive one year terms unless terminated by either party in writing at least

37

30 days prior to the end of the then current term. We share these facilities with several other companies with which Mr. Rayat is affiliated. The rent for the office in Vancouver, BC is $3,200 Canadian per month. Our silicon nanoparticle energy research is conducted in approximately 2,000 square feet of laboratory facilities (1110 West Green Street, Department of Physics, University of Illinois at Urbana-Champaign, Illinois) provided by the UIUC under the UIUC Sponsored Research Agreement. The cost of the facilities is included in the budget under our Sponsored Research Agreement. We believe that our office and the laboratory facilities are sufficient and adequate for our purposes given our present staff and research objectives.

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS Directors and Executive Officers The following table sets forth the names and ages of all of our directors and executive officers. We have a board of directors comprised of four members. Each director holds office until a successor is duly elected or appointed. Executive officers serve at the discretion of the Board of Directors and are appointed by the Board of Directors. Also provided herein are brief descriptions of the business experience of each of the directors and officers during the past five years, and an indication of directorships held by each directors in other companies subject to the reporting requirements under the Federal securities law. As of February 12, 2008, the members of our board of directors and our executive officers were as follows:

Name Nicholas Cucinelli Harmel S. Rayat Thomas Gladwin Alastair Livesey

Age 34 46 58 50

Position Director, President, Chief Executive Officer Director, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer Director Director

Held Position Since September 10, 2007 September 8, 2006 September 12, 2007 September 19, 2007

Resignations and Appointments in 2007 Ms. Terri DuMoulin resigned her position as our President, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer on March 8, 2007. Dr. Kaiyo Nedd, Ms. Patti-Ann Hiranandani and Mr. Tareq Ghazaleh resigned their respective positions as directors on October 1, 2007. Biographical Information NICHOLAS CUCINELLI, (Age 34). President, Chief Executive Officer, Director. Mr. Cucinelli earned his Bachelor‟s degree in Science from the United States Coast Guard Academy 1995. From September 2002 to August 2005, Mr. Cucinelli was a graduate student (MS & MBA) at the University of Michigan. Concurrent with his studies at the University of Michigan, Mr. Cucinelli was: a Graduate Student Research Assistant for, and a founding member of, the University‟s “Sustainable Mobility and Accessibility Research & Transformation project” (January 2003 – April 2004); involuntarily recalled from the U.S. Coast Guard Reserve to active duty in support of Operation

38

Neptune Shield (March 2003 – September 2003); a strategy consultant to the non-profit Carbon Disclosure Project (March – April 2004); employed full-time as an MBA intern within the Corporate Governance Division at Ford Motor Company (May – August 2004); and a member of a strategy consulting team for the Future Fuels Team within BP, plc. (October 2004 – August 2005). From September 2005 to June 2007, Mr. Cucinelli was employed by Energy Conversion Devices, Inc., where he held the position of Senior Business Development Specialist and facilitated the commercialization of solar photovoltaic, advanced battery, fuel cell, solid-state hydrogen storage, and next generation information technologies. On June 1st, 2007, Mr. Cucinelli was honorably discharged from the U.S. Coast Guard Reserve after completing nearly 16 years of Federal service. From June to September 2007, Mr. Cucinelli was employed by ENER subsidiary, United Solar Ovonic LLC, where he held the position of Manager, Federal and Military Sales. Mr. Cucinelli joined the Company as President, Chief Executive Officer and Director on September 10, 2007. THOMAS GLADWIN , (Age 58). Director. Dr. Gladwin earned his Bachelor‟s degree in Science from the University of Delaware in 1970, an MBA from the University of Michigan in 1971, and a Ph.D. in International Business and Natural Resource Policy from the University of Michigan in 1975. From September 1998 to the present, Dr. Gladwin has held tenure as the Max McGraw Professor of Sustainable Enterprise at The University of Michigan, jointly appointed in the University‟s Stephen M. Ross School of Business and the School of Natural Resources and Environment. In this role he serves as Co-Director of the Erb Institute for Global Sustainable Enterprise at The University of Michigan and co-directs the University‟s “Sustainable Mobility and Accessibility Research & Transformation” [SMART]. Dr. Gladwin also serves as a Core Faculty Member in the HRH The Prince of Wales' Business & the Environment Programme and is engaged in business consulting. Dr. Gladwin serves on the Board of Directors of SustainAbility Ltd. and Trillium Asset Management Corporation. Dr. Gladwin joined the Company as a Director on September 12, 2007. ALASTAIR LIVESEY , (Age 50). Director. Dr. Livesey earned his Bachelor's degree (B.A.) in Science from the University of Cambridge in 1979, followed by an MA and Ph.D. in materials science from the Cavendish Physics Laboratory at the University of Cambridge in 1982 and 1984 respectively. From May 2001 to July 2007, Dr. Livesey was employed by Energy Conversion Devices, Inc. During his tenure at Energy Conversion Devices, Dr. Livesey held several positions, including Director of Integrated Hydrogen Energy Systems, Head of New Business Development and Strategic Planning, and Director, Cognitive Computer Business Development and Architecture Design. In these roles, he led projects involving product development and commercialization, strategic and business planning, new business development, joint venture partnerships, financing, human resources, information technology, and public relations across a diverse range of technologies including hydrogen storage, thin-film solar cells, advanced batteries, and fuel cells. From August 2007 to the present, Dr. Livesey has worked as an independent consultant in the alternative and renewable energy field. Dr. Livesey joined the Company as a Director on September 19, 2007. HARMEL S. RAYAT , (Age 46). Secretary, Treasurer, Chief Financial Officer, Director. Since January 2002, Mr. Rayat has been president of Montgomery Asset Management Corporation, a privately held firm providing financial and management consulting services to emerging growth corporations. During the past five years, Mr. Rayat also has served, at various times, as a director, executive officer and majority shareholder of a number of publicly traded and privately held corporations, including, MicroChannel Technologies Corporation (currently secretary, treasurer, chief financial officer, director, and majority shareholder), PhytoMedical Technologies, Inc. (currently secretary, treasurer, chief financial officer, director, and majority shareholder), HepaLife Technologies, Inc. (currently secretary, treasurer, chief financial officer, director, and majority shareholder), Entheos Technologies, Inc. (currently president, chief executive officer, chief financial officer, director, and majority shareholder), and International Energy, Inc. (currently secretary, treasurer, chief financial

39

officer, director and majority shareholder). Mr. Rayat has served as a director of the Company since September 8, 2006. All of our directors and officers are elected annually to serve for one year or until their successors are duly elected and qualified. Compensation of Directors Each Director, other than Mr. Cucinelli and Mr. Rayat, receives a cash stipend of $2,500 per quarter, beginning March 1, 2008, in consideration of the Director‟s effort to attend board meetings, and engage in additional consulting activities as deemed necessary by the President, CEO, or Chairman. During the years ended August 31, 2007 and 2006, and for the period from September 1, 2007 through February 29, 2008, no compensation was paid to directors for services rendered. Please refer to “ Executive Compensation.” Family Relationships and Other Matters There are no family relationships among or between any of our officers and directors. Legal Proceedings During the past five years, except as set forth below, none of our directors, executive officers, promoters or control persons has been:  the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;  convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);  subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or  found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law. On October 23, 2003, Mr. Harmel S. Rayat, EquityAlert.com, Inc., and Innotech Corporation of which Mr. Rayat had served at various times as a director and officer, along with certain other individuals, collectively “the respondents,” consented to a cease-and-desist order pursuant to Section 8A of the Securities Act of 1933. Without admitting or denying the findings of the Securities and Exchange Commission related to the public relation and stock advertising activities of EquityAlert.com, Inc. and Innotech Corporation, the respondents agreed to cease and desist from committing or causing any violations and any future violations of , among other things, Section 5(a) and 5(c) of the Securities Act of 1933. EquityAlert.com, Inc. and Innotech Corporation agreed to pay disgorgement and prejudgment interest of $31,555.14.

40

Advisory Board Our Advisory Board provides advice regarding specific facets of our ongoing sponsored research and development. We believe that each member of the advisory board brings distinct scientific and business development experience which we can call-upon during various phases of its active research and commercial development, as needed. Each member serves for a period of one year. Currently, our Scientific Advisory Board members are: Name Age Position Held Position Since T.C. Yih, PhD 50 Advisory Board Member January 2008

Prof. T.C. Yih earned his Bachelor of Science degree, majoring in Offshore/Coastal Engineering at National Ocean University in Taiwan, and his Master of Science degree in Mechanical Engineering at the Catholic University of America (CUA) in Washington, D.C., with emphasis on Thermal Science and Solar Energy. Prof. Yih completed his PhD in Mechanical Engineering at CUA, specializing in Design/Analysis of Mechanical Systems, CAD/CAE, Knowledge-Based Software Development, and Biomedical Engineering. Prof. Yih adds expertise in nanosystems, nanomanipulation, solar energy, ocean engineering, hazardous waste mitigation, and bio-electro-mechanic systems, as well as nanomedicine, computer-aided design, and knowledge-based software development. Prof. Yih previously served as Professor and Chair of the Mechanical Engineering and Biomechanics Department at the University of Texas at San Antonio, and is currently Vice Provost for Research at Oakland University (OU), where his responsibilities include overseeing the establishment of the University‟s Nanomedical Science & Engineering Research Institute and actively seeking external collaborators in the nanosciences and renewable energy fields.

41

EXECUTIVE COMPENSATION The following table summarizes the compensation of our President (Principal Executive Officer) and other officers and directors who received compensation during the two years ended August 31, 2007 and 2006:
SUMMARY COMPENSATION TABLE Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($)

Name and principal position Harmel S. Rayat Secretary, Chief Financial Officer, Principal Accounting Officer, Director Kaiyo Nedd (1) Former President, Chief Executive Officer, and Director

Reverse Year

Salary ($)

Bonu s ($)

Stock Award s ($)

Option Award s ($)

All Other Compensation ($)

Total ($)

2007 2006 2005

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

2007 2006 2005

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

Terri DuMoulin (2) Former Director, President, Chief 2007 Executive 2006 Officer, Chief 2005 Financial Officer, Principal Accounting Officer Tareq Ghazaleh (3) Former Secretary, Treasurer, Director Pattiann Hiranandani (4) Former Director Kesar Dhaliwal (5) Former Director Sandra Dunn (6)

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

2007 2006 2005

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

2007 2006 2005

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

0 0 0

2007 2006 2005 2007 2006

0 0 0 0 0

0 0 0 0 0

0 0 0 0 0

0 0 0 0 0

0 0 0 0 0

0 0 0 0 0

0 0 0 0 0

0 0 0 0 0

Former Director

2005

0

0

0

0

0

0

0

0

(1) Dr. Kaiyo Nedd resigned on October 1, 2007 (2) Terri DuMoulin resigned on March 8, 2007 (3) Tareq Ghazaleh resigned on October 1, 2007 (4) Pattiann Hiranandani resigned on October 1, 2007 (5) Kesar Dhaliwal resigned on August 14, 2006 (6) Sandra Dunn resigned on March 15, 2006

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As our business develops, we anticipate that our compensation program will expand to include bonuses for other employees and awards of equity compensation. We believe that a combination of cash and common stock or options will allow us to attract and retain the services of the individuals who will help us achieve our business objectives, thereby increasing value for our shareholders.

In setting the compensation for our officers, our board of directors looked primarily at the stage of our business operations and our ability to pay our executives. As our operations develop, we expect that executive compensation will be determined by reviewing the person‟s responsibilities, salaries paid to others in businesses comparable to ours, the person‟s experience and our ability to replace the individual should the need arise. Other than an employment agreement entered into on September 10, 2007 with our current president, Mr. Nicholas Cucinelli, there are no employment contracts or agreements between us and any of our directors and officers. We do have an employee stock option agreement with our president, Mr. Cucinelli. On September 10, 2007, the Company appointed Mr. Nicholas Cucinelli to the positions of President and Chief Executive Officer. The Company established and Mr. Cucinelli agreed to a compensation package agreement consisting of a salary, stock options, relocation expenses and health benefits. Pursuant to the employment agreement, Mr. Cucinelli: (i) agreed to serve as President and Chief Executive Officer, (ii) will receive an annualized base salary of $105,000, (iii) has been granted options to purchase up to 1,250,000 shares at a price of $1.66 per share. Also on March 10, 2008, two of our directors, Dr. Thomas Gladwin and Dr. Alastair Livesey have been granted 50,000 stock options each, which vest and become exercisable in annual installments of 10,000 for five years, with the first 10,000 vesting on February 8, 2009.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 3, 2008 by:     each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our common stock; each of our directors; each of our named executive officers; and all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares. Unless otherwise indicated, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned. The number and percentage of shares beneficially owned prior to this offering are based on the 57,539,600 shares of common stock issued and outstanding as of March 3, 2008.

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Shares Beneficially Owned Shares Beneficially Owned After The Sale Of Prior To This Offering The Maximum Amount Of This Offering Name And Address Of Beneficial Owner Harmel S. Rayat Quercus Trust Nicholas Cucinelli (1) Thomas Gladwin (2) Alastair Livesey (3) All current directors and executive officers of Octillion Corp. as a group (5 persons) Number 36,749,600 3,444,700 1,250,000 50,000 50,000 41,544,300 Percent 68% 7% 3% 0% 0% 78% Number 36,749,600 3,444,700 1,250,000 50,000 50,000 41,544,300 Percent 64% 6% 3% 0% 0% 73%

(1) 1,250,000 stock options were granted on February 15, 2008, which may be acquired pursuant to options granted and exercisable under the Company's stock option plans. (2) 50,000 stock options were granted on March 10, 2008, which may be acquired pursuant to options granted and exercisable under the Company's stock option plans. (3) 50,000 stock options were granted on March 10, 2008, which may be acquired pursuant to options granted and exercisable under the Company's stock option plans. TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS On March 28, 2002, Mr. Harmel S. Rayat, our president, acquired 1,500,000 shares of our outstanding stock from each of Messrs. Kesar Dhaliwal and Todd Weaver, our founding and, at that time, controlling stockholders. On December 19, 2002, Octillion issued 8,000,000 shares of restricted common stock at $0.01 per share for the conversion of $80,000 of accrued management fees due to Mr. Harmel S. Rayat, pursuant to a “Stock Purchase and Sales Agreement” dated February 17, 2003. Mr. Rayat, simultaneously with his resignation as a director and president of Octillion, on February 17, 2003 sold these 8,000,000 restricted common shares to Octillion‟s Ms. Terri DuMoulin, who became our president and a director. On March 18, 2003, we issued 2,333,200 restricted common shares, at $0.01 per share, to Mr. Kesar S. Dhaliwal, a current director to satisfy outstanding management fees of $23,332. On December 13, 2004, we borrowed $5,000 from Ms. Terri DuMoulin, at zero percent interest and issued a 12 month promissory note, which was repaid in full on May 24, 2005. On April 27, 2005, we borrowed $100,000 from Mr. Harmel S. Rayat, currently our president, a director and an affiliated shareholder, at a rate of 8.75% per annum and issued a 12 month promissory note, which was repaid in full on April 27, 2006. On January 23, 2006, we borrowed $50,000 from Mr. Harmel S. Rayat, currently our president, a director, and an affiliated shareholder, at a rate of 8.75% per annum and issued a 3 month promissory note, due on April 23, 2006, which was repaid in full on April 23, 2006.

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On August 16, 2006, pursuant to a “Stock Purchase and Sales Agreement”, Mr. Kesar Dhaliwal sold 2,333,200 restricted common shares at par value of $0.001 to Mr. Harmel S. Rayat for $2,333.20. On March 8, 2007, Ms. Terri DuMoulin resigned as our president and a director and sold 24,000,000 (post split) restricted common shares at par value of $0.001 to Mr. Harmel S. Rayat for $24,000 pursuant to a “Stock Purchase and Sales Agreement” dated March 8, 2007. Mr. Rayat was appointed our president, chief executive officer, chief financial officer, principal accounting officer and a director on March 8, 2007. He subsequently resigned his position as our president and chief executive officer on September 10, 2007.

DESCRIPTION OF SECURITIES Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share and 1,000,00 0 shares of preferred stock, $0.10 par value per share. There are currently 57,539,600 shares of our common stock issued and outstanding; and, no shares of preferred stock issued and outstanding. Common Stock Each holder is entitled to one vote for each share held on all matters to be voted upon by the stockholders. The shares of common stock do not have cumulative voting rights. This means that holders of more than 50% of the shares of common stock voting for the election of directors can elect all the directors and, therefore, our present stockholders can elect all of the directors even after this offering. The holders of common stock are entitled to receive a pro-rata share of dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for the payment of dividends. However, we presently intend to reinvest any earnings instead of paying cash dividends. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to share pro-rata in all assets remaining after payment of our liabilities. Shares of common stock have no preemptive, conversion, or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. Preferred Stock The Articles of Incorporation vests our Board of Directors with authority to divide the preferred stock into series and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the laws of the State of Nevada and the Articles of Incorporation. Holders of the preferred stock are entitled to one vote for each share held of record. Holders of the preferred stock vote with holders of the common stock as one class. There are no shares of preferred stock issued and outstanding.

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Warrants The following warrants are currently issued and outstanding: There are currently 20,000 Class C Non-redeemable Warrants issued and outstanding. Each Class C Non Redeemable Warrant gives its holder the right to purchase one share of common stock for $0.50. The Class C Non-redeemable Warrants expire on October 23, 2008. There are currently 120,000 Class D Non-redeemable Warrants issued and outstanding. Each Class D Non-Redeemable Warrant gives its holder the right to purchase one share of common stock for $0.55. The Class D Non-redeemable Warrants expire on April 23, 2009. There are currently 120,000 Class E Non-redeemable Warrants issued and outstanding. Each Class E Non-Redeemable Warrant gives its holder the right to purchase one share of common stock for $0.60. The Class E Non-redeemable Warrants expire on April 23, 2010. There are currently 4,189,500 Series F Callable Warrants issued and outstanding, each of which gives its holder the right to purchase one share of common stock for $1.25. The Warrants expire on February 11, 2011. Holders of the Warrants will not have, solely as a result of such ownership, the rights attaching to our common stock or to our preferred stock. Options On September 10, 2007, the Company appointed Mr. Nicholas Cucinelli to the positions of President and Chief Executive Officer. Mr. Cucinelli receives an annualized base salary of $105,000; initially, Mr. Cucinelli also was granted options to purchase up to 1,500,000 shares of our common stock at an exercise price of $4.21 pursuant to a Stock Option Agreement dated September 10, 2007. On February 15, 2008, the Company and Mr. Cucinelli terminated the September 10, 2007 Stock Option Agreement and concurrently entered into a new Stock Option Agreement, pursuant to which the number of shares which Mr. Cucinelli could purchase was reduced by 250,000 to an aggregate of 1,250,000 at a price of $1.66, the closing price of the Company‟s common shares on February 8, 2008. The Options are subject to and have the following restrictions, vesting requirements and exercise provisions: (i) 300,000 vest and become exercisable in annual installments of 100,000 for three years, with the first 100,000 vesting on February 15, 2009; (ii) 500,000 vest and become exercisable in the event that the Company, or any subsidiary thereof, with the prior approval of the Board of Directors: successfully executes any partnership agreement or joint-venture agreement of any technology under current or future development; or successfully completes the sale any subsidiary; or any technology under current or future development. and (iii) 450,000 vest and become exercisable upon: commencing commercial sales of products derived from any technology under current or future development; or successfully achieving commercial gross annual sales exceeding $10,000,000 of those products and/or services which are not derived from technologies under current or future research and development by the Company; or successfully completing the sale of Octillion to a third party, subject to shareholder and Board of Directors approval. All unexercised options, whether vested or not, expire immediately in the event that Mr. Cucinelli is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position.

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On March 10, 2008, two of our directors, Dr. Thomas Gladwin and Dr. Alastair Livesey have been granted 50,000 stock options each, which vest and become exercisable in annual installments of 10,000 for five years, with the first 10,000 vesting on February 8, 2009. SELLING STOCKHOLDERS The following table presents information regarding the Selling Stockholders. The percentage of outstanding shares beneficially owned is based on 57,539,600 shares of common stock issued and outstanding at March 3, 2008. Information with respect to beneficial ownership is based upon information provided to us by the Selling Stockholders. Except as may be otherwise described below, to the best of our knowledge, the named Selling Shareholder beneficially owns and has sole voting and investment authority as to all of the shares set forth opposite his name, none of the selling stockholders is known to us to be a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities.
Percentage of Issued and Outstanding Shares Owned Prior to the Offering 1.56% 4.34% 0.35% 0.17% 0.17% 0.09% 1.74% 0.87% 2.61% 0.87% 0.89% 13.66%

Name and Address of Selling Stockholders (1)

No. of Shares Beneficially Owned Prior to the Offering 900,000 2,500,000 200,000 100,000 100,000 50,000 1,000,000 500,000 1,500,000 500,000 514,500 7,864,500

Alpha Capital Anstalt (2) Michael and Betsy Brauser Scott Frohman Marina Ventures, LLC (3) Momona Capital LLC (4) Joseph Sierchio Whalehaven Capital Fund Limited (5) GRQ Consultants 401K (6) GRQ Consultants Defined Benefit Pension Plan (7) Barry Honig Westminster Securities Corporation (8) TOTAL

Number of Shares To Be Sold In This Offering 900,000 2,500,000 200,000 100,000 100,000 50,000 1,000,000 500,000 1,500,000 500,000 514,500 7,864,500

Percentage of Shares To Be Owned After the Offering 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

(1) Except as otherwise noted in the notes to this table, to the best of our knowledge, the Selling Stockholders have not had a short position in our common stock; is not a broker-dealer or an affiliate of a broker-dealer (a broker-dealer may be a record holder); has not held any position or office, or has had any material relationship with us or any of our affiliates within the past three years. The Selling Stockholders and any broker-dealers or agents that are involved in selling these shares are deemed to be underwriters within the meaning of the Securities Act for such sales. An underwriter is a person who has purchased shares from an issuer with a view towards distributing the shares to the public. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be considered to be underwriting commissions or discounts under the Securities Act. (2) Konrad Ackermann is Director of Alpha Capital Anstalt and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.

47

(3) Michael Hartstein is the President of Marina Ventures, LLC and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.

(4) Arie Rabinowitz is the President of Momona Capital, LLC and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder. (5) Michael Finkelstein is an Investment Manager of Whalehaven Capital Master Fund and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder. (6) Mr. Barry Honig has voting and depositor authority. (7) Mr. Barry Honig has voting and depositor authority. (8) Westminster Securities Corporation acted as the placement agent in connection with the private placement.

The Selling Stockholders may offer and sell, from time to time, any or all of our common stock issued to them. Because the Selling Stockholders may offer all or only some portion of the 7,864,500 shares of common stock registered, no exact number can be given as to the amount or percentage of these shares of common stock that will be held by the Selling Stockholders upon termination of the offering. We can only make estimates and assumptions. The number of shares listed in the category entitled “Percentage of Issued and Outstanding Shares Owned After the Offering,” in the table above, represent an estimate of the number of shares of common stock that will be held by the Selling Stockholders after the offering. To arrive at this estimate, we have assumed that the Selling Stockholders will sell all of the shares to be registered pursuant to this offering. Please refer to “Plan of Distribution.” Other than the relationships described in the table and footnotes, none of the Selling Stockholders had or have any material relationship with our company or any of its affiliates within the past three years. None of the Selling Stockholders is a broker-dealer or an affiliate of a broker-dealer. We may require the Selling Stockholders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 12, 2008. Please refer to “Plan of Distribution.” On February 12, 2008, the date we consummated the transactions contemplated into the Securities Purchase Agreement, the per share price of our common stock as reported on the OTCBB

48

was $1.46 per share; accordingly, at a per share purchase price of $1.00 per share, reflecting a 32% discount to market. The following table sets forth the potential profit each Investor could realize, as of such date, based on the discounted purchase price:
Selling Security Holder Market Price Aggregate Number per Share of of Shares Acquired Common Stock on 2-12-08 1.46 450,000 1.46 1,250,000 1.46 100,000 1.46 50,000 1.46 50,000 1.46 25,000 1.46 1.46 1.46 1.46 500,000 250,000 750,000 250,000 3,675,000 Combined Market Price of Shares Aggregate Purchase Price of Shares Total Possible Discount to Market Price

Alpha Capital Anstalt Michael and Betsy Brauser Scott Frohman Marina Ventures, LLC Momona Capital LLC Joseph Sierchio Whalehaven Capital Fund Limited GRQ Consultants 401K GRQ Consultants Defined Benefit Pension Plan Barry Honig TOTAL

$657,000 $1,825,000 $146,000 $73,000 $73,000 $36,500 $730,000 $365,000 $1,095,000 $365,000 $5,365,500

$450,000 $1,250,000 $100,000 $50,000 $50,000 $25,000 $500,000 $250,000 $750,000 $250,000 $3,675,000

$207,000 $575,000 $46,000 $23,000 $23,000 $11,500 $230,000 $115,000 $345,000 $115,000 $1,690,500

The following tables show the total possible profit as at February 12, 2008 to be realized as a result of the exercise of Warrants that are held by the Selling Stockholders or any affiliates of the Selling Stockholders..
Selling Security Holder Market Price per Share of Common Stock on 2-12-08 Alpha Capital Anstalt 1.46 Michael and Betsy Brauser 1.46 Scott Frohman 1.46 Marina Ventures, LLC 1.46 Momona Capital LLC 1.46 Joseph Sierchio 1.46 Whalehaven Capital Fund Limited 1.46 GRQ Consultants 401K 1.46 GRQ Consultants Defined Benefit Pension Plan 1.46 Barry Honig 1.46 Westminster Securities Corporation 1.46 TOTAL Exercise price of Warrants Aggregate Shares Underlying Warrants Combined Market Aggregate Price of Total Possible Price of Shares Shares Underlying Discount to Market Underlying Warrants Price Warrants

1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25

450,000 1,250,000 100,000 50,000 50,000 25,000 500,000 250,000 750,000 250,000 514,500 4,189,500

$657,000 $1,825,000 $146,000 $73,000 $73,000 $36,500 $730,000 $365,000 $1,095,000 $365,000 $751,170 $6,116,670

$562,500 $1,562,500 $125,000 $62,500 $62,500 $31,250 $625,000 $312,500 $937,500 $312,500 $643,125 $5,236,875

$94,500 $262,500 $21,000 $10,500 $10,500 $5,250 $105,000 $52,500 $157,500 $52,500 $108,045 $879,795

PLAN OF DISTRIBUTION Each Selling Stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

49

 ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;  an exchange distribution in accordance with the rules of the applicable exchange;  privately negotiated transactions;  settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;  broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;  a combination of any such methods of sale; or  any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “ Securities Act ”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on

50

the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL PROCEEDINGS From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any other legal proceedings or claims that we believe will have, individually, or in the aggregate, a material adverse affect on our business, financial condition or operating results. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES We believe that the indemnification provisions of our Articles of Incorporation and Bylaws will be useful to attract and retain qualified persons as directors and officers. Our Articles of Incorporation

51

limit the liability of directors and officers to the fullest extent permitted by Nevada law. This is intended to allow our directors and officers the benefit of Nevada's corporation law which provides that directors and officers of Nevada corporations may be relieved of monetary liabilities for breach of their fiduciary duties as directors, except under circumstances which involve acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. Insofar as indemnification for liabilities arising under the Securities Act of 1993 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. LEGAL MATTERS The validity of the shares of common stock offered hereby will be passed upon for Octillion Corp. by Sierchio Greco & Greco LLP, 110 East 59th Street, 29th Floor, New York, New York 10019. Joseph Sierchio, a member of Sierchio Greco & Greco LLP is the beneficial owner of 50,000 shares of our common stock, which shares are being registered pursuant to the registration statement of which this prospectus is part. EXPERTS Our consolidated financial statements at August 31, 2007 and 2006 and for the years then ended, appearing herein have been audited by Peterson Sullivan, P.L.L.C., an independent registered public accounting firm, as set forth in its report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. ADDITIONAL INFORMATION We file current, quarterly and annual reports with the SEC on forms 8-K, 10-QSB and 10-KSB. Our filings may be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Copies of such material can be obtained from the public reference section of the SEC at prescribed rates. For further information with respect to us and the securities being offered hereby, reference is hereby made to the registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as a part thereof.

52

FINANCIAL STATEMENTS OCTILLION CORP. Index to Audited Consolidated Financial Statements UNAUDITED FINANCIAL STATEMENTS UNAUDITED INTERIM CONSOLIDATED BALANCE SHEET AS OF F-1 NOVEMBER 30, 2007 UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS FOR F-2 THE THREE MONTHS ENDED NOVEMBER 30, 2007 AND 2006 UNAUDITED STATEMENT OF CHANGES IN CONSOLIDATED F-3 STOCKHOLDERS‟ EQUITY (DEFICIENCY) FROM INCEPTION (MAY 5, 1998) TO AUGUST 31, 2007 UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS FOR F-5 THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006 UNAUDITED NOTES TO INTERIM FINANCIAL STATEMENTS F-6 (SEPTEMBER 30, 2007)

AUDITED FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-11 CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 2007 AND 2006 F-12 CONSOLIDATED STATEMENTS OF OPERATIONS FOR YEARS ENDED F-13 AUGUST 31, 2007 AND 2006 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS‟ F-14 EQUITY (DEFICIENCY) FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006 AND FROM INCEPTION (MAY 5, 1998) TO AUGUST 31, 2007 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED F-17 AUGUST 31, 2007 AND 2006 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS F- 18

F-1

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED BALANCE SHEET NOVEMBER 30, 2007 (Expressed in U.S. Dollars) (Unaudited) November 30, 2007 ASSETS Current Assets Cash and cash equivalents Prepaid expenses Equipment, net (Note 6) Total Assets $ $ 905,422 1,506 906,928 2,410 909,338

LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities Accounts payable - related party (Note 10) Total Liabilities Stockholders' Equity Authorized: 1,000,000 preferred shares, with par value of $0.10 per share 100,000,000 common shares, with par value of $0.001 per share Issued: 53,864,600 common shares Additional paid-in capital Accumulated other comprehensive income (loss) Deficit accumulated during the development stage Total Stockholders' Equity Total Liabilities and Stockholders' Equity $ $ 82,748 4,375 87,123

53,865 4,641,592 (5,829) (3,867,413) 822,215 909,338

(The accompanying notes are an integral part of these consolidated financial statements)

F-2

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED NOVEMBER 30, 2007 AND 2006, AND FOR THE PERIOD FROM INCEPTION (MAY 5, 1998) TO NOVEMBER 30, 2007 (Expressed in U.S. Dollars) (Unaudited) Cumulative May 5, 1998 (inception) to November 30, 2007 Expenses Investor relations Management fees related party Other operating expenses Professional fees Research and development (Note 5) Stock based compensation expenses (Note 9) Travel and entertainment Loss from operations Other income Interest Foreign exchange gain (loss) Payable forgiven Loss from continuing operations Loss from discontinued operations Net loss for the period Loss per share: Continuing operations Discontinued operations $ $ 1,408,935 203,074 271,611 236,442 266,709 $ 378,910 100,114 18,065 78,054 $ 380,970 2,806 7,055 27,150 Three Months Ended November 30, 2007 Three Months Ended November 30, 2006

887,125 108,145 3,382,041 50,075 (3,350) 30,000 (3,305,316)

887,125 28,361 1,490,629 12,904 2,211 (1,475,514)

5,211 423,192 2,340 (107) (420,959)

(162,097) (3,467,413) $

(1,475,514) $

(26,460) (447,419)

$

(0.027) (0.027)

$

(0.009) (0.001) (0.010)

$ Weighted average number of common shares outstanding: Basic and diluted

$

53,864,600

44,598,996

(The accompanying notes are an integral part of these consolidated financial statements)

F-3

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) FROM MAY 5, 1998 (INCEPTION) TO NOVEMBER 30, 2007 (Expressed in U.S. Dollars) (Unaudited) Accumulated other Additional comprehensive paid-in capital income (loss)

Preferred Stock Shares Amount Restricted common stock issued to related parties for management services at $0.003 per share Unrestricted common stock sales to third parties at $0.13 per share Comprehensive income (loss) Net loss for the period Total comprehensive loss Balance, August 31, 1998 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 1999 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2000 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2001 Comprehensive income (loss) Net loss for the year Total comprehensive loss

Common Stock Shares Amount

Deficit accumulated during the development stage

Comprehensive income (loss)

Total stockho equity (deficie

-

$-

9,000,000

$9,000

$(6,000)

$-

$-

$-

-

-

1,125,000

1,125

148,875

-

-

-

-

-

-

-

-

(12,326)

(12,326) (12,326)

-

-

10,125,000

10,125

142,875

-

(12,326)

-

-

-

-

-

-

(77,946)

(77,946) (77,946)

-

-

10,125,000

10,125

142,875

-

(90,272)

-

-

-

-

-

-

(12,446)

(12,446) (12,446)

-

-

10,125,000

10,125

142,875

-

(102,718)

-

-

-

-

-

-

(12,904)

(12,904) (12,904)

-

-

10,125,000

10,125

142,875

-

(115,622)

-

-

-

-

-

-

(54,935)

(54,935) (54,935)

F-4

Balance, August 31, 2002 Restricted common stock issued to a related party to satisfy outstanding management fees at $0.003 per share on December 19, 2002 Restricted common stock issued to a related party to satisfy outstanding management fees at $0.003 per share on March 18, 2003 Comprehensive income (loss) Net loss for the year Total comprehensive loss Net loss for the year Total comprehensive loss Balance, August 31, 2003 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2004 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2005 Issuance of common stock and warrants at $0.17 per share on May 16, 2006 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2006 Exercise of Class A Warrants at $0.167 per share Exercise of Class B Warrants at $0.183 per share

-

-

10,125,000

10,125

142,875

-

(170,557)

(17,5

-

-

24,000,000

24,000

56,000

-

-

80,

-

-

6,999,600

7,000

16,332

-

-

23,

-

-

-

-

-

-

(97,662) (97,662)

(97,662) (97,662) (97,662)

(97,6

(97,6

-

-

41,124,600

41,125

215,207

-

(268,219)

(11,8

-

-

-

-

-

-

(19,787)

(19,787) (19,787)

(19,7

-

-

41,124,600

41,125

215,207

-

(288,006)

(31,6

-

-

-

-

-

-

(103,142)

(103,142) (103,142)

(103,1

-

-

41,124,600

41,125

215,207

-

(391,148)

(134,8

-

-

3,000,000

3,000

497,000

-

-

500,

-

-

-

-

-

-

(157,982)

(157,982) (157,982)

(157,9

-

-

44,124,600

44,125

712,207

-

(549,130)

207,

-

-

3,000,000

3,000

497,000

-

-

500,

-

-

3,000,000

3,000

547,000

-

-

550,

F-5

Exercise of Class C Warrants at $0.50 per share Exercise of Class D Warrants at $0.55 per share Exercise of Class E Warrants at $0.60 per share Issuance of common stock and warrants at $0.50 per share on April 23, 2007 Dividend paid - spin off of MircoChannel Technologies Corporation Comprehensive income (loss) Foreign currency translation adjustments Net loss for the year Total comprehensive loss Balance, August 31, 2007 Stock based compensation Comprehensive income (loss) Foreign currency translation adjustments Net loss for the period Total comprehensive loss Balance, November 30, 2007

-

-

980,000

980

489,020

-

-

490

-

-

880,000

880

483,120

-

-

484

-

-

880,000

880

527,120

-

-

528

-

-

1,000,000

1,000

499,000

-

-

500

-

-

-

-

-

-

(400,000)

(400

-

-

-

-

-

(1,811) -

(1,442,769)

(1,811) (1,442,769) (1,444,580)

(1

(1,442

-

-

53,864,600 -

53,865 -

3,754,467 887,125

(1,811) -

(2,391,899) -

1,414

887

-

-

-

-

-

(4,018) -

(1,475,514)

(4,018) (1,475,514) $(1,479,532)

(4

(1,475

-

$-

53,864,600

$53,865

$4,641,592

$ (5,829)

$ (3,867,413)

$822

(The accompanying notes are an integral part of these consolidated financial statements)

F-6

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THREE MONTHS ENDED NOVEMBER 30, 2007 AND 2006, AND FOR THE PERIOD FROM INCEPTION (MAY 5, 1998) TO NOVEMBER 30, 2007 (Expressed in US Dollars) (Unaudited) Cumulative May 5, 1998 (inception) to August 31, 2007 Cash flows used in operating activities Loss from continuing operations Add: loss from discontinued operations Adjustments to reconcile net loss to net cash used in operating activities: - depreciation - stock based compensation expense - payable written off - common stock issued for services - common stock issued for debt settlement Changes in non-cash working capital items: - decrease (increase) in prepaid expenses - increase (decrease) in accounts payable and accrued liabilities - increase (decrease) in accounts payable - related party Net cash used in operating activities Cash flows from investing activities Purchase of equipment Net cash flows used in investing activities Cash flows from financing activities Proceeds from the issuance of common stock Repayment of promissory note Proceeds from promissory notes Dividend paid Net cash flows provided by financing activities Increase (decrease) in cash and cash equivalents Effect of foreign currency translation Cash and cash equivalents - beginning of period Cash and cash equivalents - end of period $ (3,305,316) (162,097) Three Months Ended November 30, 2007 $ (1,475,514) Three Months Ended November 30, 2006 $ (420,959) (26,460)

3,506 887,125 (30,000) 3,000 103,332 (1,506) 82,748 34,375 (2,384,833) (5,916) (5,916) 3,702,000 (155,000) 155,000 (400,000) 3,302,000 911,251 (5,829) $905,422

313 887,125 (1,506) 59,042 4,375 (526,165) (2,271) (2,271) (528,436) (4,018) 1,437,876 $905,422

204 1,496 160,529 (285,190) 375,000 375,000 89,810 247,492 $337,302

Supplemental cash flow information: Interest paid in cash Income taxes paid in cash Supplemental noncash transaction: Accrued mangement fees converted to equity

$10,219 $$103,332

$$-

$9,844 $$103,332

(The accompanying notes are an integral part of these consolidated financial statements)

F-7

OCTILLION CORP. AND SUSIDIARIES (a development stage company) Notes to Consolidated Financial Statements November 30, 2007 (Expressed in U.S. Dollars) 1. Basis of Presentation and Going Concern Uncertainties Octillion Corp. (“the Company”) was incorporated in the State of Nevada on May 5, 1998. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sungen Energy, Inc. (“Sungen”), Octillion Technologies Limited (“Octillion Technologies”). Sungen was incorporated on July 11, 2006 in the State of Nevada and has no assets and no liabilities. Octillion Technologies was incorporated on April 11, 2007 in the Province of British Columbia, Canada for providing administrative services to the Company‟s Canada office. All significant inter-company balances and transactions have been eliminated. Octillion Corp., together with its wholly owned subsidiaries, is a technology incubator focused on the identification, acquisition, development and eventual commercialization of emerging technologies. Among the Company‟s current research and development activities are the development of a patent-pending technology that could adapt existing home and office glass windows into ones capable of generating electricity from solar energy without losing significant transparency or requiring major changes in manufacturing infrastructure. On August 22, 2007, the Company spun off its wholly-owned biotechnology subsidiary, MicroChannel Technologies Corporation (“MicroChannel”) with the shareholders of the Company. The net assets and results of operations of MicroChannel of the prior period have been reclassified as discontinued operation. The Company has not generated any revenues and has incurred losses of $3,867,413 since inception. The Company has incurred a loss of $1,475,514 during the three months ended November 30, 2007. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern. To meet these objectives, the Company completed a private placement for gross proceeds of $500,000 on April 23, 2007 and continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. Management believes that actions presently taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharges its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. 2. Presentation of Interim Information The accompanying interim unaudited consolidated financial statements have been prepared in accordance with Form 10-QSB instructions and in the opinion of management contains all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of November 30, 2007, and the results of operations and cash flows for the three months ended November 30, 2007 and 2006. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently as those used in the preparation of the Company's 2007 Annual Report on Form 10-KSB. Certain information and footnote disclosure normally included in the financial statements presented in accordance with generally accepted accounting principles in the United States have been condensed or omitted. It is suggested that the accompanying financial statements should be read in conjunction with the financial statements and notes thereto incorporated in the Company's 2007 Annual Report on Form 10-KSB.

F-8

3. New Accounting Pronouncements In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS 141(R)"), which replaces SFAS No. 141. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The adoption of SFAS 141(R) will have an impact on accounting for business combinations once adopted, but the effect is dependent upon acquisitions at that time. In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements - an amendment of Accounting Research Bulletin No. 51" ("SFAS 160"), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent's ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company has not determined the effect that the application of SFAS 160 will have on its consolidated financial statements. 4. Net Loss Per Common Share Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Effective September 1, 2006, the Company enacted a 3 for 1 forward stock split. All loss per share amounts in the financial statements are basic loss per share because the inclusion of stock options and warrants outstanding would be antidilutive. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value. The computation of basic and diluted loss per share is as follows:
Three months ended November 30, 2007 Numerator - net loss available to common stockholders Denominator - weighted average number of common shares outstanding Basic and diluted loss per common share $(1,475,514) 53,864,600 $(0.027)

2006

$ (447,419) 44,598,996 $(0.010)

5. Option Interest in Solar Energy Conversion Technology In August 2006, the Company, through its wholly owned subsidiary, Sungen Energy Inc., entered into a Sponsored Research Agreement (“Research Agreement”) with scientists at the University of Illinois (“UOI”) for the development of a new patent-pending technology using nanosilicon photovoltaic solar cells that could convert normal home and office glass windows into ones capable of converting solar energy into electricity with limited loss of transparency and minimal changes in manufacturing infrastructure. The process of producing silicon nanoparticles is supported by 10 issued US patents, 7 pending US patents, 2 issued foreign counterpart patents and 19 pending foreign counterpart patents. The period of performance of the Research Agreement is for two years until August 22, 2008 and the Company has to pay $422,818 for the performance of the project, with $2,000 payable upon execution of the agreement (paid), first installment of $27,150 payable on September 23, 2006 (paid) and the remaining 3 of $27,150 each (paid) and 4 of $78,054 each payable every three months thereafter ($78,054 paid and $78,054 accrued). The Company has the option to enter into a commercial license for the project intellectual property by reimbursement of the related remaining out-of-pocket expenditures incurred by UOI and payment of royalties and fees to be negotiated, which should not exceed 5% and $100,000, respectively. As of November 30, 2007, the Company has paid $266,709 for the Research Agreement. As the research project has not reached the commercial development stage, the amounts incurred to support the project are thus expensed.

F-9

6. Equipment
November 30, 2007 Computer equipment Less: accumulated depreciation $3,257 (847) $2,410

Depreciation expenses charged to operations was $313 (2006: $204) for the three months ended November 30, 2007. 7. Capital Stock At November 30, 2007 there were 1,000,000 shares of preferred stock (par value $0.10 per share) authorized, of which no shares were issued and outstanding. The Board of Directors has the authority to issue such stock in one or more series, to fix the number of shares and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the laws of the State of Nevada and the Articles of Incorporation. 8. Warrants As of November 30, 2007, the following warrants were outstanding: (a) 20,000 Class C warrants which entitle the holders to purchase 20,000 common shares of the Company at $0.50 each expiring on October 23, 2008. (b) 120,000 Class D warrants which entitle the holders to purchase 120,000 common shares of the Company at $0.55 each expiring on April 23, 2009. (c) 120,000 Class E warrants which entitle the holders to purchase 120,000 common shares of the Company at $0.60 each expiring on April 23, 2010. 9. Stock Options As of November 30, 2007, the Company had an active stock option plan that provides shares available for options granted to employees, directors and others. Options granted to employees under the Company‟s option plans generally vest over two to five years or as otherwise determined by the plan administrator. Options to purchase shares expire no later than ten years after the date of grant. On September 10, 2007, the Company appointed Mr. Nicholas Cucinelli to the positions of President and Chief Executive Officer. Mr. Cucinelli receives an annualized base salary of $105,000 and has been granted options to purchase up to 1,500,000 shares of the Company‟s common stock at an exercise price of $4.21. The options vest as follows: (a) 500,000 vest and become exercisable upon receiving engineering reports and independent confirmation that the NanoPower Windows can be manufactured at commercially viable prices and be able to generate a sufficient amount of electricity to be marketable to customers, whether retail or wholesale; (b) 500,000 vest and become exercisable upon commencing commercial sales of the NanoPower Window, whether to retail customers or wholesale customers; (c) 500,000 vest and become exercisable upon reaching $1,000,000 in total cumulative commercial sales of the NanoPower Window during any three month period of a fiscal year, and (d) All 1,500,000 vest and become exercisable if and when Sungen Technologies, Inc. is acquired by a third party at a price that has been approved by shareholders and the Board of Directors or when the Company, because of its ownership of Sungen Technologies, Inc., is acquired by a third party at a price that has been approved by shareholders and the Board of Directors. As the 1,500,000 stock options will vest based on certain performance conditions, the Company expects that the first 500,000 stock options will vest at around 18 months from the date of grant, the second 500,000 stock options will vest at around 24 months from the date of grant and the remaining 500,000 stock options will vest at around 30 months from the date of grant. The fair value of each batch of stock options will be amortized over their expected service periods. The Company will periodically reassess the probability of the performance conditions being met and the estimated service period of each batch of stock options.

F-10

The fair value of the 1,500,000 options granted was estimated at $4.53 each, for a total of amount of $6,795,000, by using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 187.12%, risk-free interest rates of 4.56%, and expected lives of 5 years. The movement of stock options can be summarized as follows:
Remaining contractual term Aggregate intrinsic value

Number of options Outstanding at August 31, 2007 Granted Outstanding at November 30, 2007 Exercisable at November 30, 2007 1,500,000 1,500,000 -

Weighted average exercise price $4.21 4.21 $4.21

9.79 years

$-

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company‟s closing stock price on the last trading day of the period ended November 30, 2007 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on November 30, 2007. This amount change is based on the fair market value of the Company‟s stock. Total intrinsic value of options exercised was $nil for the three months ended November 30, 2007. Weighted average fair value of options granted during the three months ended November 30, 2007 was $4.21 per share. A summary of the Company‟s unvested stock options and changes during the periods are as follows:
Fair value per share $4.21 $4.21

Number of options Outstanding, August 31, 2007 Granted during the period Vested during the period Outstanding, November 30, 2007 1,500,000 1,500,000

During the three months period ended November 30, 2007, compensation expense of $887,125 (2006: $nil) was recognized. As of November 30, 2007, the Company had $5,490,542 of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a period of 2.5 years. The options outstanding and exercisable as of November 30, 2007 can be summarized as follows:
Outstanding Weighted Average Remaining Contractual Life (Years) 9.79 Exercisable Weighted Average Exercise Price $4.21 Number Exercisable at November 30, 2007 Weighted Average Exercise Price $4.21

Range of Exercise Prices $4.21

Number Outstanding at November 30, 2007 1,500,000

The Company does not repurchase shares to fulfill the requirements of options that are exercised. Further, the Company issues new shares when options are exercised. 10. Related Party Transactions Related party transactions are in the normal course of operations and are recorded at amounts established and agreed between the related parties.

F-11

During the three months ended November 30, 2007, the company paid $3,000 (2006: $nil) to the current president for services provided to the Company starting from August 2007. At November 30, 2007, the Company has an amount of $4,375 (2006: $nil) due to an officer of the Company for his services provided. The Company‟s administrative office is located at 1628 West 1st Avenue, Suite 216, Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a private corporation controlled by the Chief Financial Officer and majority shareholder. The Company pays a monthly rent of C$3,200 effective from February 1, 2007. The Company paid rent of $12,146 (2006: $nil) for the three months ended November 30, 2007. Mr. Harmel S. Rayat is also an officer, director and majority shareholder of each of International Energy, Inc., PhytoMedical Technologies, Inc., Entheos Technologies, Inc., MicroChannel Technologies Corporation and HepaLife Technologies, Inc. 11. Segment Information The Company‟s business is considered as operating in one segment based upon the Company‟s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations.

F-12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors Octillion Corp. Vancouver, British Columbia CANADA

We have audited the accompanying consolidated balance sheets of Octillion Corp. and Subsidiaries ("the Company") (a development stage company) as of August 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flows for the years then ended, and for the cumulative period from May 5, 1998 (inception), to August 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Octillion Corp. and Subsidiaries as of August 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended, and for the cumulative period from May 5, 1998 (inception), to August 31, 2007, in conformity with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced recurring losses from operations since inception, and has a substantial accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN PLLC

November 27, 2007 Seattle, Washington

F-13

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED BALANCE SHEETS AUGUST 31, 2007 AND 2006 (Expressed in U.S. Dollars) 2007 ASSETS Current Assets Cash and cash equivalents Prepaid expenses Equipment (Note 5) Total Assets $ $ 1,437,876 1,437,876 452 1,438,328 $ $ 247,492 1,496 248,988 1,080 250,068 2006

LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities Accounts payable - related party Total Liabilities Stockholders' Equity Authorized: 1,000,000 preferred shares, with par value of $0.10 per share 100,000,000 common shares, with par value of $0.001 per share Issued: 53,864,600 common shares (2006: 44,124,600 shares) Additional paid-in capital Accumulated other comprehensive income (loss) Deficit accumulated during the development stage Total Stockholders' Equity Total Liabilities and Stockholders' Equity Nature and continuance of operations - Note 1 The accompanying notes are an integral part of these consolidated financial statements) $ $ 23,706 23,706 $ 12,866 30,000 42,866

53,865 3,754,467 (1,811) (2,391,899) 1,414,622 1,438,328 $

44,125 712,207 (549,130) 207,202 250,068

F-14

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006, AND FOR THE PERIOD FROM INCEPTION (MAY 5, 1998) TO AUGUST 31, 2007 (Expressed in U.S. Dollars) (See Note 1 - Nature of Business and Basis of Presentation) Cumulative May 5, 1998 (inception) to August 31, 2007 Expenses Management fees - related party Option fee Professional fees Research and development (Note 3 and 4) Investor relations Travel and entertainment Other operating expenses Loss from operations Other income (expense) Interest Foreign exchange loss Payable written off (Note 8) Net loss for the period Year Ended August 31, 2007 Year Ended August 31, 2006

$203,074 2,000 218,377 344,494 1,030,025 79,784 175,755 2,053,509 37,171 (5,561) 30,000 $(1,991,899)

$80,548 213,115 1,030,025 40,716 135,041 1,499,445 29,469 (2,793) 30,000 $(1,442,769)

$63,181 81,379 3,633 16,094 164,287 7,078 (773) $(157,982)

Loss per share: Basic and diluted Weighted average number of common shares outstanding: Basic and diluted

$(0.030)

$ (0.004)

48,820,951

42,012,270

(The accompanying notes are an integral part of these consolidated financial statements)

F-15

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) FROM MAY 5, 1998 (INCEPTION) TO AUGUST 31, 2007 (Expressed in U.S. Dollars) (See Note 1 - Nature of Business and Basis of Presentation) Accumulated other comprehensive income (loss)

Preferred Stock Shares Amount Restricted common stock issued to related parties for management services at $0.003 per share Unrestricted common stock sales to third parties at $0.13 per share Comprehensive income (loss) Net loss for the period Total comprehensive loss Balance, August 31, 1998 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 1999 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2000 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2001 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2002 Restricted common stock issued to a related party to satisfy outstanding management fees at $0.003 per share on December 19, 2002

Common Stock Shares Amount

Additional paid-in capital

Deficit accumulated during the development stage

Comprehensive income (loss)

Total stockholders' equity (deficiency)

-

$-

9,000,000

$9,000

$ (6,000)

$-

$-

$-

$3,000

-

-

1,125,000

1,125

148,875

-

-

150,000

-

-

-

-

-

-

(12,326)

(12,326) (12,326)

(12,326

-

-

10,125,000

10,125

142,875

-

(12,326)

140,674

-

-

-

-

-

-

(77,946)

(77,946) (77,946)

(77,946

-

-

10,125,000

10,125

142,875

-

(90,272)

62,728

-

-

-

-

-

-

(12,446)

(12,446) (12,446)

(12,446

-

-

10,125,000

10,125

142,875

-

(102,718)

50,282

-

-

-

-

-

-

(12,904)

(12,904) (12,904)

(12,904

-

-

10,125,000

10,125

142,875

-

(115,622)

37,378

-

-

-

-

-

-

(54,935)

(54,935) (54,935)

(54,935

-

-

10,125,000

10,125

142,875

-

(170,557)

(17,557

-

-

24,000,000

24,000

56,000

-

-

80,000

F-16

Restricted common stock issued to a related party to satisfy outstanding management fees at $0.003 per share on March 18, 2003 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2003 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2004 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2005 Issuance of common stock and warrants at $0.17 per share on May 16, 2006 Comprehensive income (loss) Net loss for the year Total comprehensive loss Balance, August 31, 2006 Exercise of Class A Warrants at $0.167 per share Exercise of Class B Warrants at $0.183 per share Exercise of Class C Warrants at $0.50 per share Exercise of Class D Warrants at $0.55 per share Exercise of Class E Warrants at $0.60 per share Issuance of common stock and warrants at $0.50 per share on April 23, 2007 Dividend paid - spin off of MircoChannel Technologies Corporation Comprehensive income (loss) Foreign currency translation adjustments

-

-

6,999,600

7,000

16,332

-

-

23,332

-

-

-

-

-

-

(97,662)

(97,662) (97,662)

(97,662)

-

-

41,124,600

41,125

215,207

-

(268,219)

(11,887)

-

-

-

-

-

-

(19,787)

(19,787) (19,787)

(19,787)

-

-

41,124,600

41,125

215,207

-

(288,006)

(31,674)

-

-

-

-

-

-

(103,142)

(103,142) (103,142)

(103,142)

-

-

41,124,600

41,125

215,207

-

(391,148)

(134,816)

-

-

3,000,000

3,000

497,000

-

-

500,000

-

-

-

-

-

-

(157,982)

(157,982) (157,982)

(157,982)

-

-

44,124,600

44,125

712,207

-

(549,130)

207,202

-

-

3,000,000

3,000

497,000

-

-

500,000

-

-

3,000,000

3,000

547,000

-

-

550,000

-

-

980,000

980

489,020

-

-

490,000

-

-

880,000

880

483,120

-

-

484,000

-

-

880,000

880

527,120

-

-

528,000

-

-

1,000,000

1,000

499,000

-

-

500,000

-

-

-

-

-

-

(400,000)

(400,000)

-

-

-

-

-

(1,811)

-

(1,811)

(1,811)

F-17

Net loss for the year Total comprehensive loss

-

-

-

-

-

-

(1,442,769)

(1,442,769) $(1,444,580)

(1,442,769)

Balance, August 31, 2007

-

$-

53,864,600

$53,865

$3,754,467

$ (1,811)

$ (2,391,899)

$1,414,622

(The accompanying notes are an integral part of these consolidated financial statements)

F-18

OCTILLION CORP. AND SUBSIDIARIES (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2007 AND 2006, AND FOR THE PERIOD FROM INCEPTION (MAY 5, 1998) TO AUGUST 31, 2007 (Expressed in US Dollars) Cumulative May 5, 1998 (inception) to August 31, 2007 Cash flows from operating activities Net loss for the period Adjustments to reconcile net loss to net cash used in operating activities: - depreciation - payable written off - common stock issued for services - common stock issued for debt settlement Changes in non-cash working capital items: - increase in prepaid expenses - increase (decrease) in accounts payable and accrued liabilities - increase (decrease) in accounts payable related party Net cash used in operating activities Cash flows from investing activities Purchase of equipment Net cash flows used in investing activities Cash flows from financing activities Proceeds from the issuance of common stock Repayment of promissory note Proceeds from promissory notes Dividend paid Net cash flows provided by financing activities Increase in cash and cash equivalents Effect of foreign currency translation Cash and cash equivalents - beginning of period Cash and cash equivalents - end of period $(1,991,899) Year Ended August 31, 2007 $(1,442,769) Year Ended August 31, 2006 $(157,982)

3,193 (30,000) 3,000 103,332 23,706 30,000 (1,858,668) (3,645) (3,645) 3,702,000 (155,000) 155,000 (400,000) 3,302,000 1,439,687 (1,811) $1,437,876

628 (30,000) 1,496 10,840 (1,459,805) 3,052,000 (400,000) 2,652,000 1,192,195 (1,811) 247,492 $1,437,876

374 (1,496) (20,126) (179,230) (986) (986) 500,000 (150,000) 50,000 400,000 219,784 27,708 $247,492

Supplemental cash flow information: Interest paid in cash Income taxes paid in cash Supplemental noncash transaction: Accrued mangement fees converted to equity

$ 10,219 $$103,332

$375 $$-

$9,844 $$-

(The accompanying notes are an integral part of these consolidated financial statements)

F-19

OCTILLION CORP. AND SUSIDIARIES (a development stage company) Notes to Consolidated Financial Statements August 31, 2007 (Expressed in U.S. Dollars) 1. Basis of Presentation and Going Concern Uncertainties Octillion Corp. (“the Company”) was incorporated in the State of Nevada on May 5, 1998. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sungen Energy, Inc. (“Sungen”), Octillion Technologies Limited (“Octillion Technologies”) and MicroChannel Technologies Corporation (through date of spin-off). Sungen was incorporated on July 11, 2006 in the State of Nevada and has no assets and no liabilities. Octillion Technologies was incorporated on April 11, 2007 in the Province of British Columbia, Canada for providing administrative services to the Company‟s Canada office. All significant inter-company balances and transactions have been eliminated. Octillion Corp., together with its wholly owned subsidiaries, is a technology incubator focused on the identification, acquisition, development and eventual commercialization of emerging technologies. Among the Company‟s current research and development activities are the development of 1) a patent-pending technology that could adapt existing home and office glass windows into ones capable of generating electricity from solar energy without losing significant transparency or requiring major changes in manufacturing infrastructure, and 2) technologies and products for peripheral and optic nerve damage and nerve regeneration. The Company has not generated any revenues and has incurred losses of $1,991,899 since inception. The Company has incurred a loss of $1,442,769 during the year ended August 31, 2007. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern. To meet these objectives, the Company completed a private placement for gross proceeds of $500,000 on April 23, 2007 and continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all. Management believes that actions presently taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharges its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. 2. Significant Accounting Policies (a) Principles of Accounting These financial statements have been prepared by management in accordance with the United States generally accepted accounting principles (US GAAP). (b) Principles of Consolidation These consolidated financial statements presented are those of the Company and its wholly-owned subsidiaries, MicroChannel Technologies Corporation, Octillion Technologies Limited and Sungen Energy, Inc. All significant intercompany balances and transactions have been eliminated.

F-20

(c) Accounting Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas where management uses subjective judgement include valuation of equity instruments and related party transactions. Actual results can differ from those estimates and assumptions. (d) Foreign Operations and Currency Translation The Company translates foreign assets and liabilities of its subsidiaries, other than those denominated in United States Dollars, at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss), until all of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains (losses) that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the statements of operations. (e) Cash and Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents as of August 31, 2007 and 2006. At times, cash deposits may exceed federally insured limits. (f) Equipment Equipment is initially recorded at cost and is depreciated under the straight-line method over its estimated useful life as follows: Computer equipment Office equipment 2 years 2 years

Repairs and maintenance are charged to operations as incurred. (g) Long-Lived Assets Impairment Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with the guidance established in Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . For assets that are to be held and used, an impairment loss is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. (h) Income Taxes The Company has adopted the Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for income Taxes , which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company‟s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carry amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

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(i) Fair Value of Financial Instruments Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgement, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, accounts payable and accrued liabilities and accounts payable - related party approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company operates outside of the United States of America and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar. (j) Comprehensive Income The Company has adopted the Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income , which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity (Deficiency). Comprehensive income comprises all changes to equity except those resulting from investments by owners and distributions to owners. (k) Earnings (Loss) Per Share Earnings (loss) per share is computed using the weighted average number of shares outstanding during the year. The Company has adopted Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share . Diluted loss per share is equivalent to basic loss per share because consideration of dilutive securities would produce an antidilutive effect. All share and per share amounts reflect the 3 for 1 stock split effective September 1, 2006. (l) Advertising Expenses The Company expenses advertising costs as incurred. The Company did not incur any advertising expenses for the years ended August 31, 2007 and 2006. (m) Related Party Transactions A related party is generally defined as (i) any person that holds 10% or more of the Company‟s securities and their immediate families, (ii) the Company‟s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. (n) New Accounting Pronouncements In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities , (“EITF 07-3”) which is effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. The Company does not expect the adoption of EITF 07-3 to have a material impact on the financial results of the Company. In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115” , (“FAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains

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and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not yet determined the impact of applying FAS 159. In February 2007, the Financial Accounting Standards Board (“FASB”) issued FSP FAS 158-1. This FASB Staff Position (FSP) updates the illustrations contained in Appendix B of FASB Statement No. 87, Employers’ Accounting for Pensions, Appendix B of FASB Statement No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and Appendix C of FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, to reflect the provisions of FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. This FSP also amends the questions and answers contained in FASB Special Reports, A Guide to Implementation of Statement 87 on Employers’ Accounting for Pensions, A Guide to Implementation of Statement 88 on Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and A Guide to Implementation of Statement 106 on Employers’ Accounting for Postretirement Benefits Other Than Pensions, and incorporates them into Statements 87, 88, and 106 as Appendixes E, C, and F, respectively. This FSP supersedes those FASB Special Reports. Finally, this FSP makes conforming changes to other guidance and technical corrections to Statement 158. This FSP does not provide additional implementation guidance for Statement 158 beyond the conforming changes, nor does it change any of the provisions of Statement 158. Currently the Company does not have any employers‟ Pensions and Postretirement Benefits which require the adoption of this Statement, so the Statement will have no impact on the financial statements. 3. Option Interest in Solar Energy Conversion Technology In August 2006, the Company, through its wholly owned subsidiary, Sungen Energy Inc., entered into a Sponsored Research Agreement (“Research Agreement”) with scientists at the University of Illinois (“UOI”) for the development of a new patent-pending technology using nanosilicon photovoltaic solar cells that could convert normal home and office glass windows into ones capable of converting solar energy into electricity with limited loss of transparency and minimal changes in manufacturing infrastructure. The process of producing silicon nanoparticles is supported by 10 issued US patents, 7 pending US patents, 2 issued foreign counterpart patents and 19 pending foreign counterpart patents. The period of performance of the Research Agreement is for two years until August 22, 2008 and the Company has to pay $422,818 for the performance of the project, with $2,000 payable upon execution of the agreement (paid), first installment of $27,150 payable on September 23, 2006 (paid) and the remaining 3 of $27,150 each (paid) and 4 of $78,054 each payable every three months thereafter ($78,054 paid). The Company has the option to enter into a commercial license for the project intellectual property by reimbursement of the related remaining out-of-pocket expenditures incurred by UOI and payment of royalties and fees to be negotiated, which should not exceed 5% and $100,000, respectively. As of August 31, 2007, the Company has paid $188,655 for the Research Agreement. As the research project has not reached the commercial development stage, the amounts incurred to support the project are thus expensed. 4. Divesture of MicroChannel Technologies Corporation with the Shareholders of the Company The Company intends to divest its wholly-owned biotechnology subsidiary, MicroChannel Technologies Corporation (“MicroChannel”) to the shareholders of the Company of record on August 22, 2007, who will, receive shares of MicroChannel on a one-for-one basis. The transaction is regarded as a dividend-in-kind paid to the shareholders of the Company. The divesture will be completed upon approval by regulatory agencies. At August 22, 2007, the net assets of MicroChannel can be summarized as follows:
2007 $400,000 $400,000 2006 $(135,537) $(135,537)

Current assets Fixed assets Current liabilities Net assets

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The operations results of MicroChannel for the 356 day period ended August 22, 2007 can be summarized as follows:
2007 Revenue Expenses Other income (expenses) Net income (loss) $27,498 (93) $(27,405) 2006 $82,739 $(82,739)

On April 29, 2005, an Option Agreement (the “Agreement”) was executed between Iowa State Research Foundation Inc., (“ISURF”) and MicroChannel, pursuant to which MicroChannel has acquired an option to obtain a license to certain nerve regeneration technologies being developed by ISURF. On October 13, 2005, the Agreement has been amended to change the payment due dates. At August 22, 2007, the total consideration paid was $2,000 in option fees and $155,839 to support the research project entitled “Conduits with Micropatterned Films for Peripheral Nerve Regeneration” . On February 8, 2007, both parties agreed to extend the project period to June 1, 2007. Contingent upon satisfactory progress and success of the "Conduits with Micropatterned Films for Peripheral Nerve Regeneration," research project, MicroChannel has also agreed to provide additional funds ($73,166) for a project entitled “Conduits with Micropatterned Films for Optic Nerve Regeneration,” which will test the efficacy of biodegradable micropatterned conduits on optic nerve regeneration. 5. Equipment
2007 Computer equipment Office equipment Less: accumulated depreciation $2,486 1,159 3,645 (3,193) $452 2006 $2,486 1,159 3,645 (2,565) $1,080

Depreciation expenses charged to operations was $628 (2006: $374) for the year ended August 31, 2007. 6. Capital Stock At August 31, 2007 there were 1,000,000 shares of preferred stock (par value $0.10 per share) authorized, of which no shares were issued and outstanding. The Board of Directors has the authority to issue such stock in one or more series, to fix the number of shares and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the laws of the State of Nevada and the Articles of Incorporation. On April 23, 2007, the Company completed a private placement of 1,000,000 units at a price of $0.50 each for gross proceeds of $500,000. Each unit consists of one share of the Company‟s common stock, one Class C non-redeemable warrant to purchase a share of common stock at $0.50 per share for a period of 18 months from date of issuance; one Class D non-redeemable warrant to purchase a share of common stock at $0.55 per share for a period of 24 months from date of issuance and one Class E non-redeemable warrant to purchase a share of common stock at $0.60 per share for a period of 36 months from date of issuance. The allocated proceeds of the warrants issued were $106,112 for Class C, $119,150 for Class D and $128,694 for Class E. The fair value of warrants issued as part of the private placement was determined using the Black Scholes model with weighted average assumptions as follows:

F-24

Risk free interest rate Expected life of options in years Expected volatility Dividend per share

4.55% - 4.76% 1.5 to 3.0 years 143.8% - 149.3% $0.00

7. Warrants The movement of share purchase warrants can be summarized as follows:
Weighted average exercise price $0.167 0.167

Number of warrants Class A Warrants Balance, August 31, 2006 Exercised Balance, August 31, 2007 Class B Warrants Balance, August 31, 2006 Exercised Balance, August 31, 2007 Class C Warrants Balance, August 31, 2006 Granted Exercised Balance, August 31, 2007 Class D Warrants Balance, August 31, 2006 Granted Exercised Balance, August 31, 2007 Class E Warrants Balance, August 31, 2006 Granted Exercised Balance, August 31, 2007 1,000,000 (880,000) 120,000 1,000,000 (880,000) 120,000 1,000,000 (980,000) 20,000 3,000,000 (3,000,000) 3,000,000 (3,000,000) -

$0.183 0.183

$0.500 0.500 0.500

$0.550 0.550 0.550

$0.600 0.600 0.600

As of August 31, 2007, the following warrants were outstanding:

F-25

(a) 20,000 Class C warrants which entitle the holders to purchase 20,000 common shares of the Company at $0.50 each expiring on October 23, 2008. (b) 120,000 Class D warrants which entitle the holders to purchase 120,000 common shares of the Company at $0.55 each expiring on April 23, 2009. (c) 120,000 Class E warrants which entitle the holders to purchase 120,000 common shares of the Company at $0.60 each expiring on April 23, 2010. 8. Related Party Transactions Related party transactions are in the normal course of operations and are recorded at amounts established and agreed between the related parties. During the years ended August 31, 2007 and 2006, the current president and directors provided services to the Company for no compensation. The Company‟s former president released the Company of its commitment to pay the management fee payable of $30,000, which was included in accounts payable, and was due for the services rendered by the former president in fiscal year 2003. As a result, the Company wrote off the management fee payable included in accounts payable during the year ended August 31, 2007. The Company‟s administrative office is located at 1628 West 1st Avenue, Suite 216, Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a private corporation controlled by the President and majority shareholder. The Company pays a monthly rent of C$3,200 effective from February 1, 2007. The Company paid rent of $20,106 (2006: $nil) for the year ended August 31, 2007. Mr. Harmel S. Rayat is also an officer, director and majority shareholder of each of International Energy, Inc., PhytoMedical Technologies, Inc., Entheos Technologies, Inc. and HepaLife Technologies, Inc. 9. Income Taxes (a) The Company has net losses for tax purposes totaling approximately $1,991,899 (2006 - $482,000) which may be applied against future taxable income, and will expire starting 2019 through 2029. Accordingly, there is no tax expense for the years ended August 31, 2007 and 2006. The potential tax benefits arising from these losses have not been recorded in the financial statements. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management‟s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations. (b) The tax effects of temporary difference that gives rise to the Company‟s deferred tax asset are as follows:
2007 Tax loss carryforwards Valuation allowance $697,169 (697,169) $2006 $168,700 (168,700) $-

(c) The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rates of 35% for the years ended August 31, 2007 and 2006:

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2007 Income tax benefit at statutory rate Change in valuation allowance $528,469 (528,469) $-

2006 $(56,700) 56,700 $-

10. Segment Information The Company‟s business is considered as operating in one segment based upon the Company‟s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations. 11. Subsequent Events On September 10, 2007, the Company appointed Mr. Nicholas Cucinelli to the positions of President and Chief Executive Officer. Mr. Cucinelli receives an annualized base salary of $105,000 and has been granted options to purchase up to 1,500,000 shares of the Company‟s common stock at an exercise price of $4.21. The options vest as follows: (a) 500,000 vest and become exercisable upon receiving engineering reports and independent confirmation that the NanoPower Windows can be manufactured at commercially viable prices and be able to generate a sufficient amount of electricity to be marketable to customers, whether retail or wholesale; (b) 500,000 vest and become exercisable upon commencing commercial sales of the NanoPower Window, whether to retail customers or wholesale customers; (c) 500,000 vest and become exercisable upon reaching $1,000,000 in total cumulative commercial sales of the NanoPower Window during any three month period of a fiscal year, and (d) All 1,500,000 vest and become exercisable if and when Sungen Technologies, Inc. is acquired by a third party at a price that has been approved by shareholders and the Board of Directors or when the Company, because of its ownership of Sungen Technologies, Inc., is acquired by a third party at a price that has been approved by shareholders and the Board of Directors.

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OCTILLION CORP.

7,864,500 SHARES OF COMMON STOCK PROSPECTUS
________________, 2008

Until , all dealers that buy, sell or trade the common stock may be required to deliver a prospectus, regardless of whether they are participating in this offering. This is in addition to the dealers‟ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Our estimated expenses in connection with the issuance and distribution of the securities being registered are: Securities and exchange commission filing fee Accounting fees and expenses Legal fees and expenses Transfer agent and escrow agent fees Printing and mailing expenses Miscellaneous offering expenses Total $421.00 $5,000.00 $25,000.00 $500.00 $1,000.00 $3,500.00 $35,421.00

No portion of the expenses associated with this offering will be borne by the selling stockholders. ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 78.7502(1) of the Nevada Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any director, officer, employee, or corporate agent "who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation" due to his or her corporate role. Section 78.7502(1) extends this protection "against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful." Section 78.7502(2) of the NRS also authorizes indemnification of the reasonable defense or settlement expenses of a corporate director, officer, employee or agent who is sued, or is threatened with a suit, by or in the right of the corporation. The party must have been acting in good faith and with the reasonable belief that his or her actions were in or not opposed to the corporation's best interests. Unless the court rules that the party is reasonably entitled to indemnification, the party seeking indemnification must not have been found liable to the corporation. To the extent that a corporate director, officer, employee, or agent is successful on the merits or otherwise in defending any action or proceeding referred to in Section 78.7502(1) or 78.7502(2), Section 78.7502(3) of the NRS requires that he be indemnified "against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense." Unless ordered by a court or advanced pursuant to Section 78.751(2), Section 78.751(1) of the NRS limits indemnification under Section 78.7502 to situations in which either (1) the stockholders, (2)the majority of a disinterested quorum of directors, or (3) independent legal counsel determine that indemnification is proper under the circumstances. Section 78.751(2) authorizes a corporation's articles of incorporation, bylaws or agreement to provide that directors' and officers' expenses incurred in defending a civil or criminal action must be paid by the corporation as incurred, rather than upon final disposition of the action, upon receipt by the director or officer to repay the amount if a court ultimately determines that he is not entitled to indemnification.

Section 78.751(3)(a) provides that the rights to indemnification and advancement of expenses shall not be deemed exclusive of any other rights under any bylaw, agreement, stockholder vote or vote of disinterested directors. Section 78.751(3) (b) extends the rights to indemnification and advancement of expenses to former directors, officers, employees and agents, as well as their heirs, executors, and administrators. Regardless of whether a director, officer, employee or agent has the right to indemnity, Section 78.752 allows the corporation to purchase and maintain insurance on his behalf against liability resulting from his or her corporate role. Our Bylaws contain broad indemnification provisions and provide in relevant part that: “The Corporation hereby indemnifies each person (including the heirs, executors, administrators, or estate of such person) who is or was a director or officer of the Corporation to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys‟ fees, arising out of his or her status as a director, officer, agent, employee, or representative. The foregoing right of an indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs and expenses, whether or not the Corporation would have the legal power to indemnify them directly against such liability.” The foregoing is only a summary of the indemnification provisions of our Bylaws and contracts and is qualified in its entirety by reference to our Articles of Incorporation and Bylaws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors or officers pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities Exchange Commission, this indemnification is against public policy as expressed in the Securities Act of 1933, and is therefore unenforceable. There is no pending litigation or proceeding involving any of our directors, officers, employees, or other agents as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, employee, or other agent. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES On May 5, 1998, 1,500,000 shares of restricted common stock were issued to each of our founding stockholders, both of whom were accredited investors in exchange for $1,500.00 each. These shares were issued in exchange for management services rendered to us valued at $3,000. Octillion believes that these sales were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) thereto, Regulations D and/or S as promulgated thereunder. On May 15, 1998, we commenced an offering of 375,000 unrestricted common shares pursuant to Regulation D, Rule 504, promulgated under the Securities Act. The shares were offered to 166 accredited investors for cash at $0.40 per share, for a total of $150,000. The offering was completed during October 1998. On December 19, 2002, we offered and sold 8,000,000 restricted shares of common stock to Harmel Rayat, our president and director. The shares were issued to Mr. Rayat in consideration of the satisfaction of unpaid and accrued management fees in the amount of $80,000. We believe that these sales were exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and/or Regulation S as promulgated thereunder.

On March 18, 2003 we offered and sold 2,333,200 restricted shares of common stock to Mr. Kesar Dhaliwal in satisfaction of accrued and unpaid management fees in the amount of $23,332. We believe that these sales were exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and/or Regulation S as promulgated thereunder. On April 24, 2003, we offered and sold 100,000 restricted common shares to Health Research Group, LLC, business development consultants, at a price of $0.01 per share, representing the fair market value of services to be rendered. On June 13, 2003, the services of Health Research Group, LLC were terminated and the 100,000 restricted shares were returned to treasury for cancellation. We believe that these sales were exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and/or Regulation S as promulgated thereunder. On May 8, 2007, we offered and sold an aggregate of 1,000,000 shares to 6 individuals all of whom reside in British Columbia, Canada. Each unit consisted of 1 share and 3 share purchase warrants. We believe that these sales were exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and/or Regulation S as promulgated thereunder. On February 12, 2008 we consummated the sale an aggregate of 3,675,000 shares of our common stock and Series F Callable Warrants (the “Warrants”) to purchase up to an additional 3,675,000 shares of Octillion‟s common stock at a purchase price of $1.00 per unit for an aggregate purchase price of $3,675,000 pursuant to the terms of a Securities Purchase Agreement dated February 8, 2008 with certain institutional and other accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act. The offer and sale of the securities was made to a limited number of institutional and other accredited investors in reliance upon exemptions from the registration requirements pursuant to Section 4(2) under the Securities Act and Regulation D promulgated thereunder. There was no general solicitation or advertising with respect to the private placement and each of the purchasers provided written representations of an intent to acquire the securities for investment only and not with a view to or for sale in connection with any distribution of the securities.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit No . Description of Exhibit 3.1 Articles of Incorporation, as amended 3.2 By Laws 4.1 Securities Purchase Agreement dated February 8, 2008 by and among Octillion Corp. and Purchasers named therein and who are signatories thereto 4.2 and 4.3 Form of Class F Share Purchase Warrant 5.0 Opinion of Sierchio Greco & Greco LLP regarding the legality of the securities being registered 10.1 Sponsored Research Agreement with University of Illinois dated August 25, 2006 10.2 Amended Sponsored Research Agreement with University of Illinois dated July 23, 2007 10.3 Employment Agreement with Mr. Nicholas Cucinelli dated September 4, 2007 10.4 Amended Stock Option Agreement with Mr. Nicholas Cucinelli, dated February 15, 2008 10.5 Stock Option Agreement with Dr, Thomas Gladwin, dated March 10, 2008 10.6 Stock Option Agreement with Dr. Alastair Livesey, dated March 10, 2008 23.1 Consent of Sierchio Greco & Greco LLP (included in Exhibit 5.0 hereto) 23.2 Consent of Peterson Sullivan, PLLC dated March 12, 2008 Form of Registration Rights Agreement by and among Octillion Corp. and entities named therein who are signatories thereto

ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,

in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For purposes of determining liability under the Securities Act of 1933 to any purchaser: (i) if the registrant is relying Rule 430B, (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer, and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other that prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (5) That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the

securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 24 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for the filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Vancouver, province of British Columbia, Canada, on March 12, 2008. Octillion Corp. By: /s/ Nicholas Cucinelli Name: Nicholas Cucinelli Title: Chief Executive Officer, President and Director By: /s/ Harmel S. Rayat Chief Financial Officer, Principal Accounting Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Thomas Gladwin Dated: March 12, 2008 Thomas Gladwin, Director

/s/ Alastair Livesey Dated: March 12, 2008 Alastair Livesey

POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS , that the persons whose signatures appear below constitute and appoint Harmel S. Rayat , as their true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for them and in their names and places, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any and all amendments thereto, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof.

/s/ Nicholas Cucinelli Dated: March 12, 2008 Nicholas Cucinelli, Chief Executive Officer, President and Director

/s/ Thomas Gladwin Dated: March 12, 2008 Thomas Gladwin, Director

/s/ Alastair Livesey Dated: March 12, 2008 Alastair Livesey

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------Octillion Corp. (Name of Small Business Issuer in Its Charter) INDEX TO EXHIBITS Exhibit No . Description of Exhibit 3.1 Articles of Incorporation, as amended 3.2 By Laws 4.1 Securities Purchase Agreement dated February 8, 2008 by and among Octillion Corp. and Purchasers named therein and who are signatories thereto 4.2 and 4.3 Form of Class F Share Purchase Warrant 5.0 Opinion of Sierchio Greco & Greco LLP regarding the legality of the securities being registered 10.1 Sponsored Research Agreement with University of Illinois dated August 25, 2006 10.2 Amended Sponsored Research Agreement with University of Illinois dated July 23, 2007 10.3 Employment Agreement with Mr. Nicholas Cucinelli dated September 4, 2007 10.4 Amended Stock Option Agreement with Mr. Nicholas Cucinelli, dated February 15, 2008 10.5 Stock Option Agreement with Dr, Thomas Gladwin, dated March 10, 2008 10.6 Stock Option Agreement with Dr. Alastair Livesey, dated March 10, 2008 23.1 Consent of Sierchio Greco & Greco LLP 23.2 Consent of Peterson Sullivan, PLLC dated March 12, 2008 (included in Exhibit 5.0 hereto) Form of Registration Rights Agreement by and among Octillion Corp. and entities named therein who are signatories thereto

EXHIBIT 3.1

FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA MAY 5, 1998 No. C10383-98 /s/ Dean Heller Dean Heller, Secretary of State
ARTICLES OF INCORPORATION (PURSUANT TO NRS 78)

ng Fee: eipt#: STATE OF NEVADA [STATE OF NEVADA LOGO]

filing office use) Secretary of State

(For filing office use) ______________________________________________________________________________________

AME OF CORPORATION: Octillion Corp. RESIDENT AGENT: (designated resident agent and STREET ADDRESS in Nevada where process may be ed). ame of Resident Agent: National Registered Agents, Inc. of Nevada treet Address: 400 West King Street Carson City NV 89703 Street No. Street Name City State Zip Mailing Address (if differently):_____________________________________________________ UTHORIZED SHARES: (number of shares the corporation is authorized to issue) umber of shares with par value 100,000,000 Par Value: $.001 Number of shares without par e:_______ OVERNING BOARD: shall be styled as (check one): X Directors Trustees HE FIRST BOARD OF DIRECTORS shall consist 1 members and the names and addresses are as ows:

odd H. Weaver 2000 South Ocean Lane #11. Ft. Lauderdale FL 33316 Address

ame

City/State/Zip -------------------------------------------------------------------------------------------- -----------------------------------------PURPOSE: The purpose of the corporation is to conduct or promote any lawful business or purposes. NRS 78.037: States that the articles of incorporation may also contain a provision eliminating or limiting the onal liability of a director or officer of the corporation or its stockholders for damages for breach of fiduciary as a director of officer except acts or omissions which include misconduct or fraud. Do you want this vision to be part of your articles? Please check one of the following: YES X NO THER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You attach additional information noted on separate pages. But, if any of the additional information is contradictory

his form it cannot be filed and will be returned to you for correction. NUMBER OF PAGES TACHED 1 IGNATURES OF INCORPORATORS: The names and addresses of each of the incorporators signing the les: (signature must be notarized)

ubscribed and sworn to before me this 4th day of May 1998 / L. A. Uriarte tary Public tary Public Stamp]

porate Creations International Inc. Fourth Street #200, Miami Beach FL 33139 ress City/State/Zip

Greg K. Kuroda

RPORATE CREATIONS INTERNATIONAL INC. g K. Kuroda Vice President

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT National Registered Agents, Inc. of Nevada hereby accepts appointment as Resident Agent for the above ed corporation.

s/ Assistant Secretary Date: 5-4-98

ATIONAL REGISTERED AGENTS, INC. OF NEVADA
ATTACHMENT #1

HARES: continued

In addition, the Corporation shall have the authority to issue 1,000,000 shares of preferred stock, par value per share, which may be divided into series and with the preferences, limitations and relative rights determined he Board of Directors.

SECRETARY OF STATE
[STATE OF NEVADA LOGO]

CORPORATE CHARTER

EAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that OCTILLION RP . did on May 5, 1998 file in this office the original Articles of Incorporation; that said Articles are now on and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain he provisions required by the law of said State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City, Nevada, on May 6, 1998

/s/ Dean Heller Secretary of State

By: /s/ Kelly R. Davenport Certification Clerk

[STATE OF NEVADA LOGO]

EXHIBIT 3.2

Bylaws of Octillion Corp.

ARTICLE I. DIRECTORS Section 1. Function. All corporate powers shall be exercised by or under the authority of the Board of Directors. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons who are at least 18 years of age but need not be shareholders of the Corporation. Residents of any state may be directors. Section 2. Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically authorized by a resolution of the shareholders, the directors shall serve in such capacity without compensation. Section 3. Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest. Section 4. Number. The Corporation shall have at least the minimum number of directors required by law. The number of directors may be increased or decreased from time to time by the Board of Directors. Section 5. Election and Term. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting or until their earlier resignation, removal from office or death. Directors shall be elected by a plurality of the votes cast by the shares entitled vote in the election at a meeting at which a quorum is present. Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders. Section 7. Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8. Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 9. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees each of which must have at least two members. Each committee shall have the authority set forth in the resolution designating the committee. Section 10. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal meeting place of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the meeting. Section 11. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting. Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, unless a director objects to the transaction of business (promptly upon arrival at the meeting) because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors. Meetings of the Board of Directors may be called by the President or the Chairman of the Board of Directors. Members of the Board of Directors and any committee of the Board may participate in a meeting by telephone conference or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at a meeting. Section 12. Action By Written Consent. Any action required or permitted to be taken at a meeting of directors may be taken without a meeting if a consent in writing setting forth the action to be taken and signed by all of the directors is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise. ARTICLE II. MEETING OF SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for such other business as may properly come before the meeting shall be held at such time and place as designated by the Board of Directors

Section 2. Special Meeting. Special meetings of all the shareholders shall be held when directed by the President or when requested in writing by shareholders holding at least 10% of the Corporation‟s stock having the right and entitled to vote at such meeting. A meeting requested by shareholders shall be called by the president for a date not less than 10 nor more than 60 days after the request is made. Only business within the purposes described in the meeting notice may be conducted at a special shareholders‟ meeting. Section 3. Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at such other place as is designated by the Board of Directors. Section 4. Notice. A written notice of each meeting of shareholders shall be mailed to each shareholder having the right and entitled to vote at the meeting at the address as it appears on the records of the Corporation. The meeting notice shall be mailed not less than 10 or more than 60 days before the date set for the meeting. The record date for determining shareholders entitled to vote at the meeting will be the close of business on the day before the notice is sent. The notice shall state the time and place the meeting is to be held. A notice of special meeting shall also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may waive notice of a meeting at any time. Section 5. Shareholders Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Any number of shareholders, even if less than quorum, may adjourn the meeting without further notice until a quorum is obtained. Section 6. Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. An alphabetical list of all shareholders who are entitled to notice of a shareholders‟ meeting along with their addresses and the number of shares held by each shall be produced at a shareholders‟ meeting upon the request of any shareholder. Section 7. Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment thereof may vote in person or by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective when received by the Corporation‟s officer or agent authorized to tabulate votes. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressly stated in the proxy. Section 8. Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed. Section 9. Conduct of Business By Written Consent. Any action of the shareholders may be taken without a meeting if written consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the officer or agent of the Corporation having custody of the Corporation‟s records within 60 days after the date that the earliest written consent was delivered. Within 10 days after obtaining an authorization of an action by

written consent, notice shall be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters‟ rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the state law governing corporations. ARTICLE III. OFFICERS Section 1. Officers; Election; Resignation; Vacancies. The Corporation shall have the officers and assistant officers that the Board of Directors appoint from time to time. Except as otherwise provided in an employment agreement which the Corporation has with an officer, each officer shall serve until a successor is chosen by the directors at a regular or special meeting of the directors or until removed. Officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices. Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt, unless the notice specifies a later date. If the registration is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office until the future effective date. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 2. Powers and Duties of Officers . The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. Section 3. Removal of Officers . An officer or agent or member of a committee elected or appointed by the Board of Directors may be removed by the Board with or without cause whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer, agent or member of a committee shall not of itself create contract rights. Any officer, if appointed by another officer, may be removed by that officer. Section 4. Salaries. The Board of Directors may cause the Corporation to enter into employment agreements with any officer of the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the Corporation serve in their capacities without compensation. Section 5. Bank Accounts . The Corporation shall have accounts with financial institutions as determined by the Board of Directors. ARTICLE IV. DISTRIBUTIONS The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or (ii) the

Corporation‟s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution or corporate profits, subject to the provisions of law. ARTICLE V. CORPORATE RECORDS Section 1. Corporate Records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation. The Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each. The corporation shall keep a copy of its articles or restated articles of incorporation and all amendments to them currently in effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if share issued pursuant to those resolutions are outstanding; the minutes of all shareholders‟ meetings and records of all actions taken by shareholders without a meeting for the past three years; written communication to all shareholders generally or all shareholders of a class of series within the past three years, including the financial statements furnished for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual report delivered to the Department of State. Section 2. Shareholders‟ Inspection Rights . A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any books and records of the Corporation. The shareholder must give the Corporation written notices of this demand at least five business days before the date on which he wishes to inspect and copy the record(s). The demand must be made in good faith and for a proper purpose. The shareholder must describe with reasonable particularity the purpose and the records he desires to inspect, and the records must be directly connected with this purpose. This section does not affect the right of a shareholder to inspect and copy the shareholders‟ list described in this Article if the shareholder is in litigation with the Corporation. In such a case, the shareholder shall have the same rights as any other litigant to compel the production of corporate records for examination. The corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly used any information secured through any prior examination of the records of this Corporation or any other corporation.

Section 3. Financial Statements for Shareholders . Unless modified by resolution of the shareholders within 120 days after the close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the President or the person responsible for the Corporation‟s accounting records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared for the preceding year. The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within such additionally time thereafter as if reasonably necessary to enable the Corporation to prepare its financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall mail him the latest annual financial statements. Section 4. Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer, employee, or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders‟ meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the annual meeting is held. The report shall include a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders‟ meeting. ARTICLE VI. STOCK CERTIFICATES Section 1. Issuance . The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Each certificate issued shall be signed by the President and the Secretary (or the Treasurer). The rights and obligations of shareholders are identical whether or not their shares are represented by certificates. Section 2. Registered Shareholders . No certificate shall be issued for any share until the share is fully paid. The Corporation shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by law, shall not be bound to recognize any equitable or other claim to or interest in the shares. Section 3. Transfer of Shares . Shares of the Corporation shall be transferred on its books only after the surrender to the Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are canceled, new certificates shall be

issued to the person entitled to them, and the transaction recorded on the books of the Corporation. S ection 4. Lost, Stolen or Destroyed Certificates . If a shareholder claims to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the delivery to the Corporation of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity as the Board reasonably requires. ARTICLE VII. INDEMNIFICATION Section 1. Right to Indemnification. The Corporation hereby indemnifies each person (including the heirs, executors, administrators, or estate of such person) who is or was a director or officer of the Corporation to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys‟ fees, arising out of his or her status as a director, officer, agent, employee, or representative. The foregoing right of an indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs and expenses, whether or not the Corporation would have the legal power to indemnify them directly against such liability. Section 2. Advances. Costs, charges and expenses (including attorneys‟ fees) incurred by a person referred to in Section 1 of this Article in defending a civil or criminal proceeding shall be paid by the Corporation in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it ultimately determined that the person is not entitled to be indemnified by the Corporation as authorized by this Article, and upon satisfaction of other conditions required by current or future legislation. Section 3. Savings Clause. If this Article or any portion of it is invalidated on any ground by a court of competent jurisdiction, the Corporation nevertheless indemnifies each person described in Section 1 of this Article to the fullest extent permitted by all portions of this Article that have not been invalidated and to fullest extent permitted by law. ARTICLE VIII. AMENDMENT These Bylaws may be altered, amended, or repealed, and new Bylaws adopted, by a majority vote of the directors or by a vote of the shareholders holding a majority of the shares. I certify that these are the Bylaws adopted by the Board of Directors of the Corporation.

/s/ Todd Weaver Secretary Date: May 5, 1998

EXHIBIT 4.1

SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “ Agreement ”) is dated as of February 8, 2008, among Octillion Corp, a Nevada corporation (the “ Company ”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ Purchaser ” and collectively the “ Purchasers ”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1: “ Action ” shall have the meaning ascribed to such term in Section 3.1(j). “ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser. “ Business Day ” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. “ Closing ” means the closing of the purchase and sale of the Shares pursuant to Section 2.1. “ Closing Date ” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers‟ obligations to pay the Subscription Amount and (ii) the Company‟s obligations to deliver the Shares have been satisfied or waived.

1

“ Commission ” means the Securities and Exchange Commission. “ Common Stock ” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into. “ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “ Company Counsel ” means Sierchio Greco & Greco, LLP, located at 110 East 59 th Street, New York, New York 10022. “ Disclosure Schedules ” means the disclosure schedules of the Company delivered concurrently herewith. “ Effective Date ” means the date that the initial Registration Statement filed by the Company pursuant to the Registration Rights Agreement is first declared effective by the Commission. “ Evaluation Date ” shall have the meaning ascribed to such term in Section 3.1(r). “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “ Exempt Issuance ” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities, (c) the Placement Agent Warrant and the Placement Agent Shares, (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (e) for purposes of Sections 4.12 and
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4.17 only and with the prior written consent of Westminster, up to an amount of Common Stock and warrants equal to the difference between $3,675,000 and the aggregate Subscription Amounts hereunder, on the same terms and conditions as hereunder, with investors executing definitive agreements for the purchase of such securities and such transactions having closed on or before the earlier of (i) the Filing Date (as defined in the Registration Rights Agreement) or (ii) the date that the initial Registration Statement is actually filed with the Commission. “ FWS ” means Feldman Weinstein & Smith LLP with offices located at 420 Lexington Avenue, Suite 2620, New York, New York 10170-0002. “ GAAP ” shall have the meaning ascribed to such term in Section 3.1(h). “ Indebtedness ” shall have the meaning ascribed to such term in Section 3.1(aa). “ Intellectual Property Rights ” shall have the meaning ascribed to such term in Section 3.1(o). “ Legend Removal Date ” shall have the meaning ascribed to such term in Section 4.1(c). “ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction. “ Material Adverse Effect ” shall have the meaning assigned to such term in Section 3.1(b). “ Material Permits ” shall have the meaning ascribed to such term in Section 3.1(m). “ Maximum Number of Shares ” shall have the meaning ascribed to such term in Section 2.1. “ Minimum Number of Shares ” shall have the meaning ascribed to such term in Section 2.1. “ Participation Maximum ” shall have the meaning ascribed to such term in Section 4.17. “ Per Share Purchase Price ” equals $1.00 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

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“ Placement Agent Agreement ” means the Placement Agent Agreement, dated as of December 20, 2007, by and between the Company and Westminster. “Placement Agent Shares” shall have the meaning ascribed to such term in Section 2.2. “Placement Agent Warrants” shall have the meaning ascribed to such term in Section 2.2. “ Pre-Notice ” shall have the meaning ascribed to such term in Section 4.17. “ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened. “ Purchaser Party ” shall have the meaning ascribed to such term in Section 4.8. “ Registration Rights Agreement ” means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit A attached hereto. “ Registration Statement ” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares and the Warrant Shares. “ Required Approvals ” shall have the meaning ascribed to such term in Section 3.1(e). “ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. “ SEC Reports ” shall have the meaning ascribed to such term in Section 3.1(h). “ Securities ” means the Shares, the Warrants and the Warrant Shares. “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. “ Shares ” means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement. “ Short Sales ” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).
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“ Subscription Amount ” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified below such Purchaser‟s name on the signature page of this Agreement and next to the heading “Subscription Amount”, in United States dollars and in immediately available funds. “ Subsequent Financing ” shall have the meaning ascribed to such term in Section 4.17. “ Subsequent Financing Notice ” shall have the meaning ascribed to such term in Section 4.17. “ Subsidiary ” means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, include any subsidiary of the Company formed or acquired after the date hereof. “ Trading Day ” means a day on which the New York Stock Exchange is open for business. “ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board. “ Transaction Documents ” means this Agreement, the Warrants, the Registration Rights Agreement, and any other documents or agreements executed in connection with the transactions contemplated hereunder. “ Transfer Agent ” means Holladay Stock Transfer, Inc., the current transfer agent of the Company, with a mailing address of 2939 North 67 th Place, Scottsdale, Arizona 85251 and a facsimile number of (480) 481-3941, and any successor transfer agent of the Company. “ VWAP ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of

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the Shares then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. “ Warrants ” means collectively the Series F Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)(iv) hereof, and having a term of exercise equal to 3 years and an initial exercise price of $1.25 per share, in the form of Exhibit B attached hereto. “ Warrant Shares ” means the shares of Common Stock issuable upon exercise of the Warrants. “ Westminster ” shall mean Westminster Securities Corp. ARTICLE II PURCHASE AND SALE 2.1 Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, a minimum number (the “ Minimum Number of Shares ”) of 1,500,000 Shares and an aggregate maximum number (the “ Maximum Number of Shares” ) of 3,675,000 Shares, in the individual amounts specified on each Purchaser‟s signature page. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to its Subscription Amount and the Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of FWS or such other location as the parties shall mutually agree. 2.2 Deliveries . (a) On or prior to the Closing Date the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in the form of Exhibit C attached hereto; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser‟s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

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(iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser‟s Shares, with an exercise price equal to $1.25 per share, subject to adjustment therein; (v) a Warrant registered in the name of Westminster, or its designees, to purchase up to a number of shares of Common Stock equal to 7% of the aggregate Subscription Amounts divided by $1.00, (such Warrants, the “ Placement Agent Warrants ” and the aggregate number of shares of Common Stock underlying the Placement Agent Warrants, the “ Placement Agent Shares ”); (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser‟s Subscription Amount by wire transfer to the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser. 2.3 Closing Conditions . (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date, of the representations and warranties of the Purchasers contained herein; (iii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date have been performed; (iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement; and (iv) receipt of Subscription Amounts for the Minimum Number of Shares.

(b)

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein; (ii) all obligations, covenants and agreements of the Company required to be
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performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company‟s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares and Warrants at the Closing. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of the Company . Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or warranty made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser: (a) Subsidiaries . All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded. (b) Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other

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organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company‟s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”) and no Proceeding has been instituted in any such jurisdiction revoking limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. (c) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors‟ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (d) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company‟s or any Subsidiary‟s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in
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the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect. (e) Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Registration Statement, (iii) application(s), if any, to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, and (iv) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “ Required Approvals ”). (f) Issuance of the Securities . The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. (g) Capitalization . The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company‟s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company‟s employee stock purchase plan and pursuant to the conversion or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or
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purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company‟s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company‟s stockholders. (h) SEC Reports; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (i) Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company‟s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i) , no event, liability or development has occurred or exists with respect to the Company or
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its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. (j) Litigation . There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. Except as disclosed on Schedule 3.1(j) , there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. (k)
Labor Relations . No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company‟s or its Subsidiaries‟ employees is a member of a union that relates to such employee‟s relationship with the Company or such Subsidiary, and neither the Company or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance . Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any
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governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect. (m) Regulatory Permits . The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect (“ Material Permits ”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit. (n)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(o) Patents and Trademarks . The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (p) Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
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(q) Transactions With Affiliates and Employees . Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $60,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company. (r) Sarbanes-Oxley; Internal Accounting Controls . The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 that are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management‟s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management‟s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission‟s rules and forms. The Company‟s certifying officers have evaluated the effectiveness of the Company‟s disclosure controls and procedures as of the end of the period covered by the Company‟s most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company‟s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company‟s internal control over financial reporting. (s) Certain Fees . Other than the fees payable to Westminster which are set forth on Schedule 3.1(s) attached hereto, no brokerage or finder‟s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
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(t) Private Placement . Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market. (u) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended. (v) Registration Rights . Other than each of the Purchasers, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company. (w) Listing and Maintenance Requirements . The Company‟s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. (x) Application of Takeover Protections . The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company‟s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company‟s issuance of the Securities and the Purchasers‟ ownership of the Securities. (y) Disclosure . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor, to its knowledge, any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its business and the transactions contemplated hereby, including the Disclosure

15

Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole, in conjunction with the SEC Reports, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof. (z) No Integrated Offering . Assuming the accuracy of the Purchasers‟ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated. (aa) Solvency . Based on the financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company‟s assets exceeds the amount that will be required to be paid on or in respect of the Company‟s existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company‟s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances that lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the dates thereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “ Indebtedness ” means (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company‟s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
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(bb) Tax Status . Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary. (cc) No General Solicitation . Neither the Company nor, to the Company‟s knowledge, any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act. (dd) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended. (ee) Accountants . The Company‟s accounting firm is set forth on Schedule 3.1(ee) of the Disclosure Schedule. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company‟s Annual Report on Form 10-KSB for the year ending August 31, 2007. (ff) No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers. (gg) Acknowledgment Regarding Purchasers‟ Purchase of Securities . The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm‟s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers‟ purchase of the Securities. The Company further represents to each Purchaser that the Company‟s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

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(hh) Acknowledgement Regarding Purchaser‟s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company (i) that none of the Purchasers have been asked to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company‟s publicly-traded securities; (iii) that any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or control over any arm‟s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (a) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing stockholders‟ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents. (ii) Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company‟s placement agent in connection with the placement of the Securities. 3.2 Representations and Warranties of the Purchasers . Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows: (a) Organization; Authority . If such Purchaser is an entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by any necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms,
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except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors‟ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. (b) Own Account . Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser‟s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws) in violation of the Securities Act or any applicable state securities law. If such Purchaser is not an individual, such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Each Purchaser who is an individual must also fill out an individual investor questionnaire provided by Westminster and deliver such questionnaire at the Closing. (c) Purchaser Status . At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. (d) Experience of Such Purchaser . Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. (e) General Solicitation . Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. (f) Short Sales and Confidentiality Prior To The Date Hereof . Other than the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder until the date hereof (“ Discussion Time ”).
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Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser‟s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser‟s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). ARTICLE IV OTHER AGREEMENTS OF THE PARTIES 4.1 (a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement. (b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form: Transfer Restrictions .

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN
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“ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser‟s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. (c) Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such third Trading Day, the “ Legend Removal Date ”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any Transfer Agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent of the Company to the Purchaser by crediting the account of the Purchaser‟s prime broker with the Depository Trust Company System as directed by such Purchaser. (d) In addition to such Purchaser‟s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the VWAP of the Common Stock on the date such Securities
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are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser‟s right to pursue actual damages for the Company‟s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

(e) Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company‟s reliance that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. 4.2 Furnishing of Information . As long as any Purchaser owns Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the requirements of the exemption provided by Rule 144. 4.3 Integration . The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities to the Purchasers for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. 4.4 Securities Laws Disclosure; Publicity . The Company shall by 8:30 a.m. (New York City time) on the fourth Trading Day immediately following the date hereof, issue a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby and filing the Transaction Documents as exhibits thereto. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the
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Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (ii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this subclause (ii). 4.5 Shareholder Rights Plan . No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. 4.6 Non-Public Information . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. 4.7 Use of Proceeds . Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds for (a) the satisfaction of any portion of the Company‟s debt (other than payment of trade payables in the ordinary course of the Company‟s business and prior practices), (b) the redemption of any Common Stock or Common Stock Equivalents or (c) the settlement of any outstanding litigation. 4.8 Indemnification of Purchasers . Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling
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persons (each, a “ Purchaser Party ”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys‟ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser‟s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company‟s prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party‟s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. 4.9 Reservation of Common Stock . As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants. 4.10 Listing of Common Stock . The Company hereby agrees to use good faith commercially reasonable best efforts to maintain the listing or quotation of the Common Stock on a Trading Market, and as soon as reasonably practicable following the Closing (but not later than the earlier of the Effective Date and the first anniversary of the Closing Date) to list or quote all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading
24

Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market and will comply in all respects with the Company‟s reporting, filing and other obligations under the bylaws or rules of the Trading Market. 4.11 Equal Treatment of Purchasers . No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise. 4.12 Subsequent Equity Sales . (a) From the date hereof until ninety 90 days after the Effective Date, neither the Company nor any Subsidiary shall issue shares of Common Stock or Common Stock Equivalents; provided , however , that the ninety 90 day period set forth in this Section 4.13 shall be extended for the number of Trading Days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, or (ii) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Shares and Warrant Shares. (b) From the date hereof until such time as no Purchaser holds any of the Warrants, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing involving a Variable Rate Transaction. “ Variable Rate Transaction ” means a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. (c) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance. 4.13

Short Sales and Confidentiality After The Date Hereof . Each Purchaser severally
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and not jointly with the other Purchasers covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, the positions of the Commission set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser‟s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser‟s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. 4.14 Delivery of Securities After Closing . The Company shall deliver, or cause to be delivered, the respective Securities purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date. 4.15 Form D; Blue Sky Filings . The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser. 4.16 Capital Changes . Until the one-year anniversary of the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares. 4.17 Participation in Future Financing. (a) From the date hereof until the date that is the 12 month anniversary of the Effective Date, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (a “ Subsequent Financing ”), each Purchaser shall have the right to participate in the Subsequent Financing up to an amount equal to 20% of the Subsequent Financing (the “ Participation Maximum ”) on the same terms, conditions and price provided for in the Subsequent Financing.

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(b) At least 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“ Pre-Notice ”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “ Subsequent Financing Notice ”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment. (c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5 th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser‟s participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. (d) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice. (e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription Amount of Securities purchased on the Closing Date by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate Subscription Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.17 plus the aggregate subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (e) in the definition of Exempt Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such agreements that are substantially similar to this Section 4.17. (f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.17, if the Subsequent Financing subject to the initial Subsequent

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Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within sixty (60) Trading Days after the date of the initial Subsequent Financing Notice. (g) Notwithstanding the foregoing, this Section 4.17 shall not apply in respect of (i) an Exempt Issuance, or (ii) an underwritten public offering of Common Stock . ARTICLE V MISCELLANEOUS 5.1 Termination . This Agreement may be terminated by any Purchaser, as to such Purchaser‟s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, or by the Company, by written notice to the Purchasers, if the Closing has not been consummated on or before February 14, 2008 (unless extended by the Company); provided , however , that no such termination will affect the right of any party to sue for any breach by the other party (or parties). 5.2 Fees and Expenses . At the Closing, the Company has agreed to reimburse Westminster the non-accountable sum of $10,000 for its legal fees and expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. 5.3 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. 5.4 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the 2 nd Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. 5.5

Amendments; Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company
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and Purchasers holding at least 67% of the then outstanding Securities or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. 5.6 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 5.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.” 5.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8. 5.9 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys‟ fees and other costs and
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expenses incurred with the investigation, preparation and prosecution of such action or proceeding. 5.10 Survival . The representations and warranties contained herein shall survive the Closing and the delivery of the Shares and Warrant Shares for the applicable statute of limitations. 5.11 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 5.12 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 5.13 Rescission and Withdrawal Right . Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided , however , in the case of a rescission of an exercise of a Warrant, the Purchaser shall be required to return any shares of Common Stock delivered in connection with any such rescinded exercise notice. 5.14 Replacement of Securities . If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities. 5.15 Remedies . In addition to being entitled to exercise all rights provided herein or

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granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate. 5.16 Payment Set Aside . To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. 5.17 Independent Nature of Purchasers‟ Obligations and Rights . The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsel have chosen to communicate with the Company through FWS. FWS does not represent any of the Purchasers but only Westminster. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers. 5.18 Liquidated Damages . The Company‟s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled. 5.19 Saturdays, Sundays, Holidays . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then
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such action may be taken or such right may be exercised on the next succeeding Business Day. 5.20 Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. 5.21 Waiver of Jury Trial . In any action, suit or proceeding in any jurisdiction brought by any party against any other party, the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury. 5,22 Subsequent Share Adjustment. If the Company, at any time during the period from the Closing Date until the first anniversary of the Closing Date, shall sell any Common Stock, other than pursuant to the Warrant, currently issued and outstanding options, warrants, convertible securities, or the Company‟s employee stock option plan at an effective price per share less than the Purchase Price (such lower price herein referred to as the “ Base Share Price ”) then the number of shares issuable hereunder shall be increased by an amount equal to (1) the quotient of the Aggregate Purchase Price payable hereunder divided by Base Share Price less (2) the quotient of the Aggregate Purchase Price divided by the Per Share Purchase Price.

(Signatures Follow) [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF , the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Octillion Corp.

By: /s/ Harmel S. Rayat Name: Harmel S. Rayat Title: Chief Financial Officer Address for Notice(s) to the Company: Sierchio Greco & Greco, LLP 110 East 59th Street, 29th Floor New York, New York 10022

Email Address of Purchaser: Fax Number of Purchaser:

jsierchio@sggllp.com

212-486-0208

[SIGNATURE PAGE FOR PURCHASER FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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[PURCHASER SIGNATURE PAGES TO OCTILLION CORP. SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Alpha Capital Anstalt Signature of Authorized Signatory of Purchaser: /s/ Konrad Ackerman Name of Authorized Signatory: Konrad Ackerman Title of Authorized Signatory: Director Subscription Amount: $450,000
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Name of Purchaser: Michael and Betsy Brauser Signature of Authorized Signatory of Purchaser: /s/ Michael Brauser and Betsy Brauser Subscription Amount: $1,250,000

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Name of Purchaser: Scott Frohman Signature of Authorized Signatory of Purchaser: /s/ Scott Frohman Subscription Amount: $100,000

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Name of Purchaser: GRQ Consultants 401k Signature of Authorized Signatory of Purchaser: /s/ Barry Honig Name of Authorized Signatory: Barry Honig Title of Authorized Signatory: Trustee Subscription Amount: $250,000

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Name of Purchaser: GRQ Defined Benefit Pension Plan Signature of Authorized Signatory of Purchaser: /s/ Barry Honig Name of Authorized Signatory: Barry Honig Title of Authorized Signatory: Trustee Subscription Amount: $750,000

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Name of Purchaser: Barry Honig Signature of Authorized Signatory of Purchaser: /s/ Barry Honig Subscription Amount: $250,000

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Name of Purchaser: Marina Ventures, LLC Signature of Authorized Signatory of Purchaser: /s/ Michael Hartstein Name of Authorized Signatory: Michael Hartstein Title of Authorized Signatory: President Subscription Amount: $50,000

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Name of Purchaser: Momona Capital, LLC Signature of Authorized Signatory of Purchaser: /s/ Arie Rabinowitz Name of Authorized Signatory: Arie Rabinowitz Title of Authorized Signatory: President Subscription Amount: $50,000

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Name of Purchaser: Joseph Sierchio Signature of Authorized Signatory of Purchaser: /s/ Joseph Sierchio Subscription Amount: $25,000

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Name of Purchaser: Whalehaven Capital Fund Limited Signature of Authorized Signatory of Purchaser: /s/ Brian Mazzella Name of Authorized Signatory: Brian Mazzella Title of Authorized Signatory: Chief Financial Officer Subscription Amount: $500,000

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EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of February 8, 2008, between Octillion Corp., a Nevada corporation (the “ Company ”) and each of the several purchasers signatory hereto (each such purchaser, a “ Purchaser ” and, collectively, the “ Purchasers ”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “ Purchase Agreement ”). The Company and each Purchaser hereby agrees as follows: 1. Definitions Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: “ Advice ” shall have the meaning set forth in Section 6(d). “ Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 120th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 150th calendar day following the date hereof), and with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above. “ Effectiveness Period ” shall have the meaning set forth in Section 2(a). “ Event ” shall have the meaning set forth in Section 2(b). “ Event Date ” shall have the meaning set forth in Section 2(b). “ Filing Date ” means, with respect to the Initial Registration Statement required hereunder, the 45 th calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

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“ Holder ” or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities. “ Indemnified Party ” shall have the meaning set forth in Section 5(c). “ Indemnifying Party ” shall have the meaning set forth in Section 5(c). “ Initial Registration Statement ” means the initial Registration Statement filed pursuant to this Agreement. “ Initial Shares ” means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement. “ Losses ” shall have the meaning set forth in Section 5(a). “ Plan of Distribution ” shall have the meaning set forth in Section 2(a). “ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. “ Registrable Securities ” means (i) all Shares, (ii) all Warrant Shares (assuming on the date of determination the Warrants are exercised in full without regard to any exercise limitations therein), (iii) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants (in each case, without giving effect to any limitations on exercise set forth in the Warrant) and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. “ Registration Statement ” means the registration statement required to be filed hereunder and any additional registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. “ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any 2

similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. “ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule. “ Selling Shareholder Questionnaire ” shall have the meaning set forth in Section 3(a). “ SEC Guidance ” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act. 2. Shelf Registration (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “ Plan of Distribution ” attached hereto as Annex A . Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144 or any successor rule, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “ Effectiveness Period ”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of 3

effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders); provided , however , that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of shares of Common Stock set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%. (b) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement registering for resale all of the Initial Shares is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) [reserved], or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than 20 consecutive calendar days or more than an aggregate of 30 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “ Event ”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause (iii) the date which such 10 calendar day period is exceeded, and for 4

purpose of clause (vi) the date on which such 20 or 30 calendar day period, as applicable, is exceeded being referred to as “ Event Date ”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the then effective exercise price of the Warrants shall be reduced by an amount equal to 2% of such exercise price; provided , however, that in no event will the exercise price of the Warrants be reduced, by virtue of this Section 2(b) by more than a total aggregate amount equal to (18%) of the initial exercise price or $0.22 in the aggregate. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. 3. Registration Procedures . In connection with the Company‟s registration obligations hereunder, the Company shall: (a) Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders (provided that as to any Prospectus supplement or post-effective amendment to a Registration Statement, the Company shall only be required to provide the Holders with copies of such documents prior to the filing thereof to the extent that such Prospectus supplement or post-effective amendment contains changes to the Seller Stockholder or Plan of Distribution sections or any other sections that discuss the Holders or the Transaction Documents), and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “ Selling Shareholder Questionnaire ”) not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4 th ) Trading Day following the date on which such Holder receives draft materials in accordance with this Section. (b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in

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connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may excise any information contained therein which would constitute material non-public information as to any Holder which has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities. (d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements

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included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided , further , that notwithstanding each Holder‟s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information. (e) Use its commercially reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. (f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system need not be furnished in physical form. (g) Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d). (h) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to NASD Rule 2710, as requested by any such Holder, and the Company shall pay the filing fee required by such filing within two (2) Business Days of request therefor. (i) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling

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Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction. (j) If requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request. (k) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company‟s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period . (l) Comply with all applicable rules and regulations of the Commission. (m) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons

thereof that have voting and dispositive control over the shares. During any periods that the Company is 8

unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company‟s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company. 4. Registration Expenses . All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company‟s counsel and auditors) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with the FINRA pursuant to NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. 5. Indemnification . (a) Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, 9

partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys‟ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder‟s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. (b) Indemnification by Holders . Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder‟s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder‟s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being 10

understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party. An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in 11

connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification hereunder. (d) Contribution . If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties‟ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys‟ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. 6. Miscellaneous . (a) Remedies . In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this 12

Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate. (b) No Piggyback on Registrations; Prohibition on Filing Other Registration Statements . Except in connection with transactions contemplated by clause (e) under Exempt Issuance, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. (c) Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement. (d) Discontinued Disposition . By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “ Advice ”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(b). (e) Piggy-Back Registrations . If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company‟s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided , however , that the

Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144(k) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement. 13

(f) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of a majority of the then outstanding Registrable Securities (including, for this purpose any Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided , however , that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f). (g) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement. (h) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement. (i) No Inconsistent Agreements . Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i) , neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full. (j) Execution and Counterparts . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data

file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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(k) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement. (l) Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any other remedies provided by law. (m) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (n) Headings . The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof. (o) Independent Nature of Holders‟ Obligations and Rights . The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ******************** 15

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. OCTILLION CORP. By: /s/ Harmel S. Rayat Name: Harmel S. Rayat Title: Chief Financial Officer

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

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[SIGNATURE PAGE OF HOLDERS TO OCTL RRA]

Name of Purchaser: Alpha Capital Anstalt Signature of Authorized Signatory of Purchaser: /s/ Konrad Ackerman Name of Authorized Signatory: Konrad Ackerman Title of Authorized Signatory: Director 17

Name of Purchaser: Michael and Betsy Brauser Signature of Authorized Signatory of Purchaser: /s/ Michael Brauser and Betsy Brauser

17

Name of Purchaser: Scott Frohman Signature of Authorized Signatory of Purchaser: /s/ Scott Frohman

17

Name of Purchaser: GRQ Consultants 401k Signature of Authorized Signatory of Purchaser: /s/ Barry Honig Name of Authorized Signatory: Barry Honig Title of Authorized Signatory: Trustee

17

Name of Purchaser: GRQ Defined Benefit Pension Plan Signature of Authorized Signatory of Purchaser: /s/ Barry Honig Name of Authorized Signatory: Barry Honig Title of Authorized Signatory: Trustee

17

Name of Purchaser: Barry Honig Signature of Authorized Signatory of Purchaser: /s/ Barry Honig

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Name of Purchaser: Marina Ventures, LLC Signature of Authorized Signatory of Purchaser: /s/ Michael Hartstein Name of Authorized Signatory: Michael Hartstein Title of Authorized Signatory: President

17

Name of Purchaser: Momona Capital, LLC Signature of Authorized Signatory of Purchaser: /s/ Arie Rabinowitz Name of Authorized Signatory: Arie Rabinowitz Title of Authorized Signatory: President

17

Name of Purchaser: Joseph Sierchio Signature of Authorized Signatory of Purchaser: /s/ Joseph Sierchio

17

Name of Purchaser: Whalehaven Capital Fund Limited Signature of Authorized Signatory of Purchaser: /s/ Brian Mazzella Name of Authorized Signatory: Brian Mazzella Title of Authorized Signatory: Chief Financial Officer

[SIGNATURE PAGES CONTINUE] 17

Annex A Plan of Distribution Each Selling Stockholder (the “ Selling Stockholders ”) of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the Over the Counter Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;  an exchange distribution in accordance with the rules of the applicable exchange;  privately negotiated transactions;  settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;  broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;  a combination of any such methods of sale; or  any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “ Securities Act ”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares,

from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage

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commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%). The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

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Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

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Annex B OCTILLION CORP. Selling Securityholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “ Registrable Securities ”) of Octillion Corp., a Nevada corporation (the “ Company ”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “ Commission ”) a registration statement (the “ Registration Statement ”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “ Securities Act ”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “ Registration Rights Agreement ”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus. NOTICE The undersigned beneficial owner (the “ Selling Securityholder ”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

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The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate: QUESTIONNAIRE 1. Name. (a) Full Legal Name of Selling Securityholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone: Fax: Contact Person:

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-Dealer Status: (a) Are you a broker-dealer? Yes No (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Yes No Note: If “no” to Section 3(b), the Commission‟s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? Yes No (d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Yes No Note: If “no” to Section 3(d), the Commission‟s staff has indicated that you should be identified as an underwriter in the Registration Statement. 4. Beneficial Ownership of Securities of the Company Owned by the Selling Securityholder. Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement. (a) Type and Amount of other securities beneficially owned by the Selling Securityholder:

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nships with the Company: Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years. State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus. IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent. Date: Beneficial Owner: By: Name: Title: PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: Octillion Corp. 216-1628 West 1 st Street Vancouver, B.C. V6J 1G1 Facsimile: (604) 659 5029 Attention: Harmel Rayat, Chief Financial Officer 24

EXHIBIT 4.3

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. SERIES F COMMON STOCK PURCHASE WARRANT OCTILLION CORP. Warrant Shares: [_______] Initial Exercise Date: February <>, 2008 THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, _____________ (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Exercise Date ”) and on or prior to the close of business on the third year anniversary of the Initial Exercise Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Octillion Corp., a Nevada corporation (the “ Company ”), up to ______ shares (the “ Warrant Shares ”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Section 1 . Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “ Purchase Agreement ”), dated February 8, 2008, among the Company and the purchasers signatory thereto. Section 2 . Exercise . a) Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder

at the address of the Holder appearing on the books of the Company);

1

and, within 3 Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier‟s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within 2 Business Days of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. b) Exercise Price . The exercise price per share of the Common Stock under this Warrant shall be $1.25 , subject to adjustment hereunder (the “ Exercise Price ”). c) Cashless Exercise . If at any time after the completion of the then-applicable holding period required by Rule 144, or any successor provision then in effect, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the VWAP on the Trading Day immediately preceding the date of such election; (B) = the Exercise Price of this Warrant, as adjusted; and (X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

d) Exercise Limitations . i. Holder‟s Restrictions . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable

2

Notice of Exercise, the Holder (together with the Holder‟s Affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder‟s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d)(i) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder‟s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d)(i), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company‟s most recent periodic or annual report, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company‟s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving

3

effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days‟ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d)(i), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d)(i) shall continue to apply. Any such increase or decrease will not be effective until the 61 st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. e) Mechanics of Exercise . i. Delivery of Certificates Upon Exercise . Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder‟s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“ DWAC ”) system if the Company is a participant in such system and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“ Warrant Share Delivery Date ”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi) prior to the issuance of such shares, have been paid. If the Company fails for any reason to deliver to the Holder certificates evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the

4

Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such certificates are delivered. ii. Delivery of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. iii. Rescission Rights . If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to Section 2(e)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. iv. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise . In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder‟s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “ Buy-In ”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder‟s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding

5

sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder‟s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company‟s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof. v. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. vi. Charges, Taxes and Expenses . Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. vii. Closing of Books . The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. (f) Call Provision . Subject to the provisions of Section 2(d) and this Section 2(f), if, after the earlier of the Effective Date or the expiration of the Rule 144 holding period for cashless exercise, (i) the VWAP for each of 5 consecutive Trading Days (the “ Measurement Period ,” which 5 consecutive Trading Day period shall not have commenced until after the Effective Date) exceeds $1.75 (adjusted for any subsequent stock splits, reverse splits and similar capital adjustments), (ii) and the Holder is not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “ Call ”) for consideration equal to $.001 per Share. To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “ Call Notice ”), indicating therein the portion of unexercised portion of this Warrant to which such

6

notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the tenth Trading Day after the date the Call Notice is received by the Holder (such date and time, the “ Call Date ”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice which calls less than all the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement Period through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market, and (iv) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (v) the issuance of the shares shall not cause a breach of any provision of 2(d) herein. The Company‟s right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder‟s initial purchase of Warrants. Section 3 . Certain Adjustments . a) Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be

7

the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. b) Subsequent Equity Sales . If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price, the “ Base Share Price ” and such issuances collectively, a “ Dilutive Issuance ”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “ Dilutive Issuance Notice ”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. c) Subsequent Rights Offerings . If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP at the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of

which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights

8

or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. d) Pro Rata Distributions . If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above. e) Fundamental Transaction . If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (each “ Fundamental Transaction ”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the

amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the

9

Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder‟s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any successor entity shall pay at the Holder‟s option, exercisable at any time concurrently with or within 30 days after the consummation of the Fundamental Transaction, an amount of cash equal to the value of this Warrant as determined in accordance with the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of consummation of the applicable Fundamental Transaction and (iii) an expected volatility equal to the 100 day volatility obtained from the “HVT” function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction. f) Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. g) Other Required Adjustment . In addition to the other adjustments provided herein, the Exercise Price is also subject to adjustment on each Event Date (as defined in the Registration Rights Agreement) and on each monthly anniversary of each such Event Date, in the manner set forth in, and subject to, Section 2(b) of the Registration Rights Agreement. h) Voluntary Adjustment By Company . The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount

and for any period of time deemed appropriate by the Board of Directors of the Company.

10

i) Notice to Holder . i. Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate Transaction (as defined in the Purchase Agreement), despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised. ii. Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

11

Section 4 . Transfer of Warrant . a) Transferability . Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. b) New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto. c) Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. d) Transfer Restrictions . If , at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

Section 5 .

Miscellaneous .

12

a) No Rights as Shareholder Until Exercise . This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(e)(i). b) Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. c) Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day. d) Authorized Shares . The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or

13

appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. e) Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement. f) Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. g) Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder‟s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys‟ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. h) Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement. i) Limitation of Liability . No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

14

j) Remedies . Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. k) Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares. l) Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. m) Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. n) Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. ******************** 15

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

OCTILLION CORP. By:__________________________________________ Name: Title:

16

NOTICE OF EXERCISE TO: OCTILLION CORP. (1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Payment shall take the form of (check applicable box): [ ] in lawful money of the United States; or [ ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c). (3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below: _______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to: _______________________________ _______________________________ _______________________________ (4) Accredited Investor . The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. [SIGNATURE OF HOLDER] Name of Investing Entity: ________________________________________________________________________ Signature of Authorized Signatory of Investing Entity : _________________________________________________ Name of Authorized Signatory: ___________________________________________________________________ Title of Authorized Signatory: ____________________________________________________________________ Date: ________________________________________________________________________________________

ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is _______________________________________________________________.

_______________________________________________________________ Dated: ______________, _______

Holder‟s Signature: _____________________________ Holder‟s Address: _____________________________ _____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EXHIBIT 5.0 Please Reply to: Joseph Sierchio Telephone: (212) 246-3030 E-mail: jsierchio@sggllp.com

March 12, 2008 Board of Directors 2638 Lapeer Road, Suite 2 Auburn Hills, Michigan 48326 Re: Registration Statement on Form S-1 Gentlemen: We have acted as counsel to Octillion Corp., a Nevada corporation (the “ Company ”) in connection with its Registration Statement on Form S-1 (the “ Registration Statement ”), relating to the proposed resale by the selling stockholders named in the prospectus made part of the Registration Statement (collectively, the “ Selling Stockholders”) of up to 3,675,000 shares (the “ Outstanding Shares ”) of the Company's common stock, $.001 par value, have previously issued to certain of the Selling Stockholders and 4,189,500 shares which are issuable upon the exercise of certain of the Company's warrants as set forth in the Registration Statement (the “ Warrant Shares ”). All capitalized terms herein that are not otherwise defined shall have the meaning ascribed thereto in the Registration Statement. In connection with this opinion, we have examined and relied upon the Company‟s Articles of Incorporation, as amended, the Company‟s Bylaws, and Registration Statement and related prospectus originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. In addition, we have assumed and have not independently verified the accuracy as to factual matters of each document we have reviewed. For purposes of rendering this opinion, we have examined originals or copies of such documents and records as we have deemed appropriate. In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and conformity to original documents of all documents submitted to us as copies. As to questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. It is understood that this opinion is to be used only in connection with the filing of the Registration Statement. We are opining only on the matters expressly set forth herein, and no opinion should be inferred as to any other matter. Based on the foregoing, and the matters discussed below, after having given due regard to such issues of law as we deemed relevant, we are of the opinion that (i) we are of the opinion that the Outstanding Shares are validly issued, fully paid, and non-assessable and

(ii) the Warrant Shares, when issued, delivered and paid for in accordance with the applicable Warrants, will be legally issued, fully paid and non-assessable. We are furnishing this opinion to the Company solely in connection with the Registration Statement. This opinion may not be relied on by, nor copies delivered to, any other person or entity without our prior written consent. Notwithstanding the preceding sentence we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “ Legal Matters ” and elsewhere in the Registration Statement and related prospectus of the Company, including documents incorporated by reference.

Very truly yours, Sierchio Greco & Greco, LLP.

By:

/s/ Joseph Sierchio Joseph Sierchio

EXHIBIT 10.1

AGREEMENT NO.: ____________ ACCT. NO.___________________

UNIVERSITY OF ILLINOIS [STANDARD] SPONSORED RESEARCH AGREEMENT WITH SUNGEN ENERGY, INC. This Agreement is made, effective as of the date of last signature below (hereafter, “Effective Date”), between The Board of Trustees of the University of Illinois (hereafter “Illinois”), a body politic and corporate of the State of Illinois, doing business on its Urbana-Champaign campus through the Grants and Contracts Office at 109 Coble Hall, 801 South Wright Street, Champaign IL 61820 and SunGen Energy, Inc., a corporation organized and existing under the laws of the State of Nevada, with principal offices at Suite 123 – 1628 West 1 st Avenue, Vancouver, BC, V6J 1G1 (hereafter “Company”). WHEREAS, Illinois and Company desire to enter into this Agreement pertaining to a sponsored research project; and WHEREAS, such research project is of mutual interest and benefit to Illinois and Company and will further the teaching, research and public service objectives of Illinois in a manner consistent with its status as a public educational institution; NOW, THEREFORE, in consideration of the premises hereof and the mutual covenants and agreements contained herein, the parties hereto agree as follows: 1.0 RESEARCH PROJECT 1.1 Statement of Work . Illinois will, with the funds made available by Company, furnish the personnel, materials, services, facilities, and equipment for the conduct of the work described as “Power NanoWindows” (hereafter “Research Project”, and further described in Exhibit A attached and incorporated herein). Any change to the Research Project, including the identity of the Principal Investigator(s), as specified in Section 1.2, will be made effective only by written amendment to this Agreement in accordance with Section 11.3. 1.2 Principal Investigator . The Principal Investigator assigned by Illinois for directing the performance of the Research Project is Dr. Munir Nayfeh. If, for any reason, the 1

Principal Investigator becomes unavailable, Illinois will notify Company. If a mutually acceptable successor is not identified, this Agreement may be terminated by either party in accordance with Article 9.0 (Termination). 1.3 Period of Performance . The period of performance of the Research Project will be from August 23, 2006 to August 22, 2008 (hereafter “Period of Performance”). Company and Illinois may elect to extend the Period of Performance under the same terms and conditions or such other terms and conditions as may be mutually agreed to by written amendment to this Agreement in accordance with Section 11.3. 2.0 COST OF RESEARCH 2.1 Payment . Company agrees to pay Illinois the fixed sum of $219,201 (U.S.) for the performance of the Research Project. The budget will be designed to provide funds to reimburse Illinois‟ direct costs and facilities and administrative (indirect) costs of conducting the Research Project. Facilities and administrative costs will be assessed at the applicable rate(s) in effect for the Period of Performance. Illinois will endeavor to perform the Research Project within the funding provided by Company; however, Illinois is not obligated to expend any other funds on the Research Project, and Company is not obligated to pay Illinois in excess of the stated amount. Payments are to be made in accordance with the following schedule: Payment # Due Date Amount 1 Upon execution of this Agreement $2,000.00 2 1 month after the Effective Date of this Agreement $27,150.12 3 4 months after the Effective Date of this Agreement $27,150.12 4 7 months after the Effective Date of this Agreement $27,150.12 5 10 months after the Effective Date of this Agreement $27,150.12 6 13 months after the Effective Date of this Agreement $27,150.13

7 16 months after the Effective Date of this Agreement $27,150.13 8 19 months after the Effective Date of this Agreement $27,150.13 9 23 months after the Effective Date of this Agreement $27,150.13 ____________ TOTAL $219,201.00

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2.2 Remittance . Payments due from Company will reference this Agreement, will be in U.S. currency, will be due and payable on the dates listed above, and will be remitted through one of the following payment options. Company will provide written notice to Illinois, to the address specified in Article 10.0 (Notices), if Company requires an invoice from Illinois in order to generate required payments. OPTION A -- By check: Payments remitted by check will be payable to the "University of Illinois" and mailed to:

University of Illinois (Payee) University of Illinois at Urbana-Champaign-Grants & Contracts P.O. Box 4610 Springfield, IL 62708-4610 U.S.A. OPTION B -- By ACH (Automated Clearing House) : Payments remitted by ACH will be sent to Illinois‟ bank account as specified below: Financial Institution: J.P Morgan Chase Bank N.A. Address: East Old State Capitol Plaza P.O. Box 19266 Springfield, Illinois 62794-9266 USA Nine Digit Routing Transit Number: 071000013 Depositor Account Title: The Board of Trustees of the University of Illinois EDI Receipts and Federal Depository Depositor Account Number: 616002911 Type of Account: Checking

2.3 Fiscal Management . Illinois will maintain complete and accurate accounting records in accordance with accepted accounting practices for institutions of higher education. These records will be available for inspection, review and audit at reasonable times by Company, or its duly authorized representative, at Company's expense, for three (3) years following the end of Illinois' fiscal year (July 1 - June 30) in which such costs are incurred. 2.4

Equipment / Supplies . Title to equipment, supplies and all other items purchased with funds provided by Company will remain with Illinois. 3

3.0 REPORTS 3.1 Reports . Illinois, through the Principal Investigator, will furnish technical reports summarizing the work performed under the Research Project and the results thereof according to the following schedule: Every 30 days or at such other times, to be agreed to by Company and Principal Investigator. 4.0 USE OF NAMES 4.1 Use of Names . Neither party will use the name of the other in any form of advertising or publicity without the express written permission of the other party. Public announcements pertaining to the Research Project or other uses of Illinois‟ name should be submitted for approval to the Associate Chancellor for Public Affairs, University of Illinois, Third Floor Swanlund Administration Building, 601 East John Street, Champaign, IL 61820; fax (217) 244-7124. Illinois acknowledges that Company is a wholly-owned subsidiary of a corporation having a reporting obligation under the Securities Exchange Act of 1934, as amended, which has or may have certain disclosure and filing obligations under applicable law, including but not limited to the public announcement and disclosure of this Agreement and the filing of the same with the United States Securities and Exchange Commission; it is acknowledged and agreed that such disclosure and filing shall not be deemed a violation of this Agreement. 5.0 CONFIDENTIAL INFORMATION 5.1 Definition . Illinois and Company agree that, for purposes of the Research Project, it may be necessary for certain personnel of either party who are performing work on the Research Project to have access to information of the other party which is considered to be proprietary and confidential (hereafter, "Confidential Information"). Prior to Company disclosing its Confidential Information to Illinois personnel, Company will provide written notice to Illinois, in accordance with Article 10.0 (Notices), so that Illinois can implement the terms of Section 5.4. 5.2 Retention . Unless otherwise expressly authorized by the disclosing party, the recipient of any Confidential Information agrees to retain Confidential Information in confidence for the duration of this Agreement and for a period of one (1) year thereafter, or until it no longer qualifies for such protection as specified at Section 5.3, whichever is shorter. During such period the recipient will use reasonable efforts to not disclose Confidential Information to any third party, and will not use Confidential Information for any purpose other than as required under this Agreement. 5.3 Identification . Confidential Information will be marked “confidential” at the time of disclosure by the disclosing party or if disclosed orally or visually and identified as confidential at the time of disclosure, summarized in writing and marked “confidential”

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within thirty (30) days after initial disclosure. Recipient will not have any obligation of confidentiality with respect to any Confidential Information that: (a) Was in recipient's possession on a non-confidential basis prior to receipt from disclosing party; or (b) Is in the public domain or is general or public knowledge prior to disclosure, or after disclosure hereunder, enters the public domain or becomes general or public knowledge through no fault of recipient; or (c) Is properly obtained by recipient from a third party not under a confidentiality obligation to disclosing party; or (d) Is explicitly approved for release by written authorization of disclosing party; or (e) Is or has been developed by recipient independent of recipient‟s access to disclosing party‟s Confidential Information; or (f) Is required by law or court order to be disclosed. In the event Illinois receives a request under the State of Illinois or U.S. Freedom of Information Acts or in response to any other court or Government order requiring disclosure, Illinois will use reasonable efforts to promptly provide notice to Company. To the extent permitted by applicable law, Illinois will cooperate with Company to protect any Company Confidential Information. 5.4 Illinois Implementation . Illinois will implement its confidentiality obligations by using reasonable efforts in requiring the Principal Investigator and those Illinois employees and students identified by the Principal Investigator as needing access to Company‟s Confidential Information to acknowledge their understanding and acceptance of the terms of this Agreement as a condition of such access. 6.0 PUBLICATION 6.1 Company Review . Illinois and its researchers will have the right to publish or otherwise disclose the results of Research Project. Illinois, through the Principal Investigator, will furnish Company a copy of any proposed manuscript or presentation materials which incorporates information or results from the Research Project at least thirty (30) days prior to any submission for publication or public disclosure. 6.2 Confidential Information . Company will review the manuscript or presentation materials and if Company believes that the manuscript or presentation materials contains Company‟s Confidential Information, Company will notify Illinois in writing within thirty (30) days after Company‟s receipt of the manuscript or presentation materials.

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Following such notice, such Confidential Information will be deleted from the manuscript or presentation materials. 6.3 Patentable Information . If Company determines that potentially patentable subject matter is contained in any manuscript or presentation materials, Company will notify Illinois in writing within thirty (30) days after Company‟s receipt of the manuscript or presentation materials. Upon receipt of such notification, Illinois agrees to delay enabling public disclosure of such patentable subject matter for a period not to exceed three (3) months from the date of Company‟s receipt of the manuscript or presentation materials in order to file for statutory protection in accordance with Article 7.0 (Rights in Intellectual Property). Alternatively, Illinois researchers will have the option of revising the manuscript or presentation materials to avoid enabling disclosure of the potentially patentable subject matter before proceeding with publication or public disclosure without further delay. 6.4 Failure to Respond . Should Company fail to respond within the thirty (30) day review period, Illinois may proceed with publication or public disclosure. 6.5 Resolution of Publication Issues . Illinois will consider comments provided by Company and work with Company in good faith to settle all outstanding publication issues, prior to proceeding with the publication or public disclosure. In the event Illinois disagrees with the comments provided by Company, both parties will endeavor in good faith to resolve any disputes through informal discussion or such other informal means as may be jointly agreed by the parties, but in no event will Illinois' ability to publish or publicly disclose its own research results or non-confidential information be denied by Company. 6.6 Copies of Publications . Illinois, through its Principal Investigator, will furnish Company with a copy of any publications resulting from the Research Project. 6.7 Acknowledgment . As scientifically and professionally appropriate, Illinois and Company agree to acknowledge the contributions of the other party in any resulting publication or public disclosure. 7.0 RIGHTS IN INTELLECTUAL PROPERTY 7.1 Background Intellectual Property A. “Background Intellectual Property” (hereafter, “BIP”) means any Illinois property and the legal rights therein that (i) was or is created, developed, or reduced to practice by or under the direction of the Principal Investigator prior to the completion of the Research Project but not funded by Company and (ii) is required by Company to fully exercise its license rights granted in this Agreement in Project Intellectual Property (as defined in Section 7.2). Ownership and license rights in the subset of BIP specified as Program

6

Material (as defined in Section 7.8) shall be determined in accordance with Section 7.8. B. Any BIP that is reasonably anticipated by the Principal Investigator to be required to perform the Research Project or to practice the results thereof will be specified in Exhibit B, “Specification of Illinois Background Intellectual Property”, attached and incorporated herein. C. Illinois grants to Company a non-exclusive, non-transferable, royalty-free license to use any BIP specified in Exhibit B in its internal research programs as required in order to exercise the internal use license to Project Intellectual Property granted under Section 7.5. D. To the extent not precluded by prior contractual agreements and to the extent Illinois can legally do so, Illinois grants to the Company the option to acquire a non-exclusive license to reproduce, make, have made, use, import, offer for sale and sell products and practice methods that are identified as BIP. The terms of such license agreement, including the availability of exclusive license rights for such BIP (to be determined by Illinois), shall be negotiated by the parties in good faith in accordance with Section 7.6. 7.2 Project Intellectual Property . “Project Intellectual Property” (hereafter, “PIP”) means property and the legal rights therein that either or both parties first create, develop or reduce to practice during the performance of the Research Project, including inventions, discoveries, tangible property, software, materials, mask works, methods, techniques, formulae, data, and processes. Ownership and license rights in the subset of PIP that is Program Material (as defined in Section 7.8) shall be determined in accordance with Section 7.8. All other PIP is subject to Sections 7.3 through 7.7. 7.3 Ownership of PIP : A. Any PIP created, developed or reduced to practice solely by Illinois personnel will be owned by Illinois (hereafter, “Illinois PIP”). B. Any PIP created, developed or reduced to practice solely by Company personnel will be owned by Company. C. Any PIP created, developed or reduced to practice jointly by Company personnel and Illinois personnel will be jointly owned by Company and Illinois as determined by applicable U.S. law (hereafter, “Joint PIP”). D. A copy of all written disclosures of Illinois PIP or Joint PIP that are submitted by the Principal Investigator to Illinois will be promptly forwarded to Company. Likewise, Company will promptly forward to

7

Illinois a copy of all disclosures of Joint PIP identified by Company‟s personnel. The party receiving such disclosure agrees to hold it in confidence and will not further disclose or use the invention in ways not previously agreed under this Agreement or in a separate written agreement between the parties. 7.4 Use and License Rights for Joint PIP . Unless Joint PIP is subject to the terms of an exclusive commercial license agreement pursuant to Section 7.6, either Company or Illinois can freely practice any Joint PIP for any purpose, including licensing to third parties, without consultation with the other owner and without any accountability to the other owner. In the event that Illinois and Company agree to an exclusive license agreement pursuant to Section 7.6, the terms of such exclusive agreement will take precedence over the license rights specified in this Section 7.4. 7.5 Grant of Limited Royalty-Free License Rights to Company for Illinois PIP . In consideration of the funding provided for the Research Project, Illinois grants to Company a non-exclusive, non-transferable, royalty-free license to use any Illinois PIP in its own internal research programs. This license does not include the right for Company to manufacture or sell products that include or use Illinois PIP. 7.6 Option for Commercial License Rights : A. Any other rights, other than those stated at Sections 7.1(C), 7.1(D), 7.4 and 7.5, to solely practice and commercialize Joint PIP or to practice and commercialize Illinois PIP or BIP, will be subject to a separate license agreement. B. Illinois grants to Company the option to enter into good faith negotiation for a non-exclusive or exclusive commercial license to Illinois PIP, an exclusive commercial license to Joint PIP, and a non-exclusive license to BIP to the extent required to use specific Illinois PIP or Joint PIP. For Illinois PIP, such option period will begin on Company‟s receipt of a written disclosure of Illinois PIP and will extend for a total of six (6) months. In the case of Joint PIP, such option period will begin from the earlier of either Company‟s receipt of Illinois‟ written disclosure of Joint PIP or Illinois‟ receipt of Company‟s written disclosure of Joint PIP and will extend for a total of six (6) months. Said six (6) month option period for Illinois PIP or Joint PIP may be extended in writing upon mutual agreement of the Parties. For BIP, such option period will be concurrent with the option period for the associated PIP. C. Any commercial license will contain at a minimum the following terms: (i) Company‟s reimbursement of all Illinois‟ remaining out-of-pocket expenditures as of the effective date related to statutory protection for the patent application(s) and patent(s) subject to the license; 8

(ii) For a non-exclusive commercial license, Company‟s entitlement to deduct up to fifty percent (50%) of Company‟s reimbursement to Illinois for Illinois‟ expenditures related to statutory protection of the licensed PIP as a credit against Company‟s royalty obligations;

(iii) to Payment of reasonable royalties (not to exceed 5%) and fees (not exceed $100,000); and (iv) Reasonable Company due diligence obligations. 7.7 Statutory Protection for PIP . Company will advise Illinois in writing, no later than sixty (60) days after its receipt of a disclosure of Illinois PIP or Joint PIP, whether it requests Illinois to file and prosecute patent applications at Company‟s expense on such Illinois PIP or Joint PIP. If Company makes no such request, Illinois has no obligation to file for statutory protection. Illinois will control the preparation and prosecution of all patent applications and maintenance of all patents on Illinois PIP. For Joint PIP, Company may, with Illinois‟ written approval, control the patent application filing, prosecution and maintenance. A. When Illinois files for patent protection on either Illinois PIP or Joint PIP at the request of Company, then Company will reimburse Illinois for all documented expenses incurred in connection with the filing and prosecution of such patent application(s) and maintenance of issued patents within thirty (30) days after Company‟s receipt of an invoice. When Illinois files for patent protection on Illinois PIP or Joint PIP on its own volition, Company will not have any responsibility for reimbursement of such patent costs until such time as it executes a license, in accordance with Section 7.6. B. If Company exercises any of its commercial license rights in accordance with Section 7.6 of this Agreement when Illinois files for patent protection on either Illinois PIP or Joint PIP or when Company, with the written approval of Illinois, files for patent protection on Joint PIP, the filing party will keep the non-filing party fully and promptly informed regarding the preparation and prosecution of such patent applications, including providing it with copies of all relevant documents, and will give the non-filing party reasonable opportunity to review and make comments with regard to such patent prosecution. The non-filing party will provide the filing party with written responses of comments or concerns within a reasonable time prior to the filing party‟s need to respond to any statutory deadlines, and the filing party will consider and work with the non-filing party to address such comments or concerns.

9

C. All Illinois PIP and Joint PIP patent applications arising under this Agreement will be filed in the name(s) of the inventor(s) and will identify the inventor(s)‟ assignee(s) as the owner(s). For Illinois, such assignee designation is The Board of Trustees of the University of Illinois. 7.8 Program Material A. For purposes of this Agreement, "Program Material" shall mean all copyrighted works including computer software programs that are created by Illinois personnel or visiting Company employee(s), including works not funded by Company that are used in the performance of the Research Project and required to practice the results thereof (i.e., a subset of BIP), and new works that result from the performance of the Research Project (i.e., a subset of PIP). B. Unless subject to prior written agreement between the parties, all literary right, title and interest in Program Material, including ownership of copyright in such materials, shall vest exclusively in the author(s) (e.g., for scholarly publications) or the employer(s) of the author(s), according to the employer's policies. C. Unless otherwise specified by the parties in writing, Illinois hereby grants to Company a non-exclusive, non-transferable, royalty-free license to use Illinois-owned Program Material for Company's internal purposes, including the right to reproduce copies and to make derivative works (as defined in §101 of the U.S. Copyright Act of 1976, as amended). Should Company elect to market or sublicense Program Material or a derivative work thereof, Illinois and Company agree to enter into negotiations for a royalty-bearing commercial license. The terms of such license agreement, including the availability of exclusive or non-exclusive commercial license rights for Illinois-owned Program Material, shall be negotiated in good faith and set forth in a separate written agreement. 7.9 Illinois‟ Reserved License Rights . In all licenses granted to Company, Illinois reserves the right to use Illinois PIP and Joint PIP in connection with Illinois‟ teaching, research and public service missions, including authorizing other entities to use such Illinois PIP and Joint PIP for academic and non-commercial research purposes. Unless restricted during the term of Company‟s exclusive option period [as specified in Section 7.5(B)] or unless subject to a subsequently executed exclusive commercial license agreement, Illinois also reserves the right to use Illinois PIP and Joint PIP for any purpose, including licensing Illinois PIP and Joint PIP to third parties, without any further obligation to Company (so long as such use does not disclose Company Confidential Information).

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0 Government Rights . When applicable, the Agreement and options and licenses granted to Company herein may be subject to all of the terms and conditions of Title 35 United States Code Part II, Chapter 18, Sections 200 through 204, and other applicable rights, conditions and limitations imposed by Government grants and/or contracts associated with research performed under the Research Project. Illinois will inform Company of the rights of any Government agency when it provides Company with a disclosure of Illinois PIP or Joint PIP or when it identifies BIP. 8.0 DISCLAIMER OF WARRANTIES AND LIMITATION AND RELEASE OF LIABILITIES 8.1 Disclaimer of Warranties . ILLINOIS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT. ILLINOIS DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, USE OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO DATA, INTELLECTUAL PROPERTY AND/OR OTHER RESEARCH RESULTS PROVIDED BY ILLINOIS. 8.2 Limitation of Liability . ILLINOIS SHALL NOT BE RESPONSIBLE OR LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR OTHER DAMAGES (INCLUDING LOST REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC LOSS OR DAMAGE) HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (WHETHER FOR BREACH OR IN TORT, INCLUDING NEGLIGENCE) ARISING FROM, RELATED TO, OR CONNECTED WITH COMPANY‟S USE OF DATA, INTELLECTUAL PROPERTY AND/OR OTHER RESEARCH RESULTS PROVIDED BY ILLINOIS, EVEN IF ILLINOIS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 8.3 Release from Liability . Company agrees to release Illinois and its employees and agents from, and agrees to be responsible for, any and all costs, damages, and expenses, including attorney's fees, arising from any claims, damages, and liabilities asserted by third parties arising from, related to, or connected with Company‟s use of data, intellectual property and/or other research results provided by Illinois. 9.0 TERMINATION 9.1 Termination Without Cause . This Agreement may be terminated without cause by either party providing thirty (30) days advance written notice to the other party. 9.2 Termination for Default . In the event that either party is in default of any of its material obligations under this Agreement and fails to remedy such default within sixty (60) days following receipt of written notice thereof, the party giving notice may, at its option and in addition to any other remedies which it may have at law or equity, terminate

11

this Agreement by sending written notice of termination to the other party. Any such termination will be effective as of the date of receipt of such written notice. 9.3 Financial Responsibilities in the Event of Termination . If Company terminates this Agreement, Company will pay for all direct costs and all applicable facilities and administrative costs incurred, and for all non-cancelable obligations made before Illinois‟ receipt of notice of termination, even though they may extend beyond the effective date of termination. If Illinois terminates this Agreement, Company will pay Illinois for all direct costs and applicable facilities and administrative costs incurred up to and including the effective date of termination. 9.4 Continuing Rights and Obligations . Termination will not affect the rights and obligations of the parties accrued prior to termination. 10.0 NOTICES 10.1 Addresses . Any notice given under this Agreement will be in writing and will be deemed given (a) when delivered personally; (b) when sent by confirmed facsimile; (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) two (2) days after deposit with a commercial overnight carrier with confirmed verification of receipt. All communications will be sent to the addresses set forth below or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section 10.1: Illinois: For matters related to the Sponsored Research Agreement: University of Illinois Attn.: Director OSPRA 1901 S. First St., Suite A Champaign, IL 61820 Telephone: (217) 333-2187 Fax: (217) 333-2189 Illinois: For matters related to intellectual property and licensing: University of Illinois Attn.: Director Office of Technology Management 319 Ceramics Building 105 South Goodwin Avenue Urbana, IL 61801 Telephone: (217) 333-7862 Fax: (217) 265-5530

12

Company: Sungen Energy, Inc. Attn.: Terri DuMoulin, President Suite 123 – 1628 West 1 st Avenue Vancouver, BC, V6J 1G1 Telephone: 604-736-9109 Fax: 11.0 GENERAL PROVISIONS 11.1 Relationship of the Parties . Illinois will have sole control over the work performed by Illinois personnel under this Agreement. Illinois‟ relationship to the Company under this Agreement will be as an independent contractor and not as an agent, joint venture, or partner of Company. Nothing in this Agreement will be construed as authorization for either party to act as agent for the other. 11.2 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Illinois, U.S.A., without reference to its conflict of law provisions. 11.3 Entire Agreement . This Agreement and the attachments hereto embody the entire understanding of the parties and will supersede all previous or contemporaneous communications, either verbal or written, between the parties relating to this Agreement. No modification, alteration or amendment will be effective unless confirmed in a written agreement signed by an authorized representative of each party. All terms and conditions of any documents, purchase orders, etc., issued by Company to facilitate payment hereunder are null and void, even though they may be issued after the signing of this Agreement. 11.4 Assignments . This Agreement may not be assigned by either party without the prior written consent of the other, which consent will not be unreasonably withheld. 11.5 Force Majeure . Each party will be relieved of its obligations hereunder to the extent that fulfillment of any such obligation is prevented by acts beyond the reasonable control of the party affected thereby. 11.6 Compliance with Laws . Company and Illinois will comply with all United States (federal), state and local laws, regulations, rules, and orders applicable to performance of the Research Project and use of the research results thereof, including but without limitation to those laws applicable to recombinant DNA technology and export control. 11.7 Export Control Regulations . Company acknowledges that export and/or re-export of technical data, laboratory prototypes, materials and other commodities (hereafter, “Controlled Commodities”) may be subject to export control laws and

regulations of the United States (including the Arms Export Control Act and the Export Administration Act 13

of 1979, as amended), and that such laws and regulations could preclude or delay communications between the parties of results from this investigation. Illinois' obligations hereunder are contingent on compliance with such applicable laws and regulations. 11.8 Resolution of Disputes . Illinois and Company agree that if any of the terms herein are subject to questions of intent or interpretation or if the parties identify other issues that are not addressed in this Agreement, the parties will enter into good faith negotiations to resolve any such issues. Resolution of any such issues will be confirmed by a written amendment to this Agreement in accordance with Section 11.3. If any dispute or difference cannot be settled amicably through negotiation, either party may terminate this Agreement in accordance with Article 9.0 (Termination). IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date of last signature below. THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS SUNGEN ENERGY, INC.

Stephen K. Rugg, Comptroller Authorized Signature

Date Terri DuMoulin, President Name and Title ATTEST: Date: August 1, 2006

Michele M. Thompson, Secretary UNDERSTOOD AND AGREED:

______________________________ Munir Nayfeh, Principal Investigator

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Exhibit A: Statement of Work (Research Project)

Statement of Work
Power NanoWindows

I. Summary The proposal aims at the integration of films of silicon nanoparticle material on glass substrates. With appropriate connections, the film may act as a nanosilicon photovoltaic solar cell that converts solar radiation to electrical energy. This configuration has future applications in glass windows in buildings, converting them to power nanoWindows without major changes in manufacturing infrastructure. II. Background and motivation Despite the overwhelming cost of fossil fuel, commercial photovoltaic solar cells account for less than 0.1% of the energy consumption in the US. This is partially due to the low conversion efficiency (~15%) and high installation cost of the current solar cell technology (~7$/W), far exceeding the generation of electricity from fossil fuel. In this context, semiconductor nonmaterial has promising applications in solar cell technology as they offer good photostability and conversion. However, to date, no significant advances have been achieved due either to size nonuniformity, low yield, or matrix inhomogeneity. Various methods exist for the production of Si nanoparticles, but most produce a wide size distribution. In addition, many methods, e.g. laser ablation, pyrolosis of gas, and ion beam deposition generally produce small quantities of particles, which cannot be readily integrated into subsequent processes and manufacturing scale up. III. Innovation Recent breakthrough research in our laboratory led to the synthesis of Si nanoparticles with commercial yield and novel characteristics that circumvent these difficulties (see Figs 1-3. We have the key discovery: Unlike pure Si, there exist magic sizes of H-capped Si nanoclusters. We homed in on a very efficient ex-situ electrochemical protocol that disperses Si into these discreetly sized Si nanoparticles (magic family) of high chemical, electronic, and photo quality (> 60% quantum efficiency). It provides control over the size, shape, and surface saturation, and film thickness or packing. The technology is protected by 18 patents in the US and Europe (10 issued). We recently presented a patent-pending technology that uses nanoSi to realize advanced energy devices with enhanced efficiency and functionality. The technology increases the efficiency of photovoltaic solar cells by more than 15% as well as prolongs the lifetime over current state-of-the-art. NOTE ::: FIGURE 1-3 OMITTED 15

IV. Proposed Research In this proposal, we propose to integrate the patent-pending technology on glass substrates for future applications in glass windows in buildings without major changes in manufacturing infrastructure. However, fundamental challenges remain, among which is homing in on choice of metal (workfunction) versus nanoparticle size/bandgap to produce appropriate Shottky barrier diode-like rectification for photo-induced charge collection of positive as well as negative charge. We believe that the outcome of the research will also lead to novel cascade architecture which utilizes multiple layers of nanoparticles and metals and which can be implemented in silicon solar cells. We will establish the proof-of-concept of a nano Si cell that consists of a glass plate. Metal film or grid and buss lines will be laid down on the glass plate to collect the current . This will be covered with a film of closely packed nanoparticles, and topped by a thin layer of another metal or grid and buss lines for collection of the opposite charge. The film, electrically connected to the grid, forms a Schottky-type diode for charge collection. The type of metal used for the grid lines will be optimized VS the particle size/bandgap and to + or - charge collection. Because particles are identical, fast charge displacement, transport/collection occurs via resonant quantum tunneling. Efficient optoelectronic conversion requires that light absorption takes place in the depletion region of the Shottky junctions. We now present a detailed plan of research showing the objectives and cost. A. Proof of concept i) Construct a power NanoWindow prototype (2 cm  2 cm glass plate) a) cut a 2 cm  2 cm prototype glass window b) coat the prototype with an ultrathin conducting coating (silver, aluminum, copper, tin, etc) to harness the electron charge. Metal films are transparent if they are thin (~ 10nm). c) deposit an active 1 nm nanoparticle film on the metal coating d) top the nanoparticles with an ultrathin conducting coating that is different form the material chosen for first layer (from ITO, aluminum, copper, tin, etc.) to harness the positive charge. ITO is a transparent material even for thick films. e) complete the electronic circuit: connect the conducting films to bus lines and electronic measuring equipment

B) Test photovoltaic conversion in the prototype 16

a) measure open circuit voltage V oc and short circuit current I sc under light sources b) measure efficiency at several sections of sunlight: UV, blue, green, red, etc.)

C) Material optimization a) optimize device (choice of type of conducting material for the top and bottom conducting layers b) optimize device for 2.85 nm active film

D) Photovoltaic efficiency VS targeted transmission through window of 70% a) target light transmission of 70% through the prototype b) calculate the thickness of the conducting films c) measure the light transmission of the prototype d) optimize the thickness of the conducting layers e) optimize the thickness of the nanoparticles film

E) Cost benefit engineering analysis a) optimize the working efficiency versus the cost and light transmission for 1 nm particle films b) optimize the prototype cost for films of other size nanoparticles

V. References 1. Observation of a magic discrete family of ultrabright Si nanoparticles, G. Belomoin and M. H. Nayfeh et. al, A.P.L. 80, 841 (2002) 17

2. Enhanced silicon solar cells in the UV and visible using silicon nanoparticles, M. Stupka, M. Alsalhi, T. Alsaud, A. Almuhanna, M. Nayfeh, submitted (May 2006) to IEEE PTL. 3. UV photodetectors with thin film Si nanoparticle active medium, M. Nayfeh, S. Rao, O. Nayfeh, A. Smith, J. Therrien, IEEE Transactions on Nanotechnology 4, 660 (2005); 4. M. Nayfeh et al., Family of Discretely Sized Silicon Nanoparticles and Method for Producing the Same": US Patent 6,743,406 , issued on 6/1/04; US Patent 6,585,947 , issued on 7/1/03 (method claims)

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VI. Biography (Munir Nayfeh) Education & Employment: B.S., Physics (American Univ. of Beirut, 1968); Ph.D., Physics (Stanford University, 1974); Postdoctoral and Research physicist (Oak Ridge National Lab. and Univ. of Kentucky 1974-1977); Lecturer and Research Associate (Yale University, 1977-1978); Professor of Physics (University of Illinois, 1979–Present) Thesis Advisors : Professors Arthur Schawlow and Theodor Hansch, Stanford University Synergistic Activities: IR 100; AT&T Award; Beckman Award, Energy 100American Men and Women of Science; Who's Who in Science & Technology; Who's Who in Technology Today; Who's Who in Engineering; Leading consultants in Technology; Dictionary of International Biography; Men of Achievement Recent Research Interest: Munir Nayfeh's present work concentrates at understanding the nature of Si nanocrystallites. We developed a process for converting bulk silicon crystals into ultra-small, nano-sized particles. The nanoparticles, which come in magic discrete sizes, the smallest of which is one billionth of a meter in diameter and contain about 30 silicon atoms, can be formed into colloids, crystals, films, and collimated beams for unique applications in the electronics, optoelectronics and biomedical industries. These nanoparticles have many useful properties that are unlike those of bulk silicon, including being a source of stimulated emission. Potential uses include single-electron electronics, semiconductor lasers and markers for biological materials Fields of interests : Atomic excitation, resonance multiphoton ionization, collisions and laser spectroscopy; highly excited atoms, classical and quantum chaos, deposition on surfaces, scanning tunneling microscopy, nanolithography, nanoelectronics and technology, silicon nanoparticles, Si biosensors Books 1.M. Nayfeh and M. Brussel, Electricity and Magnetism , John Wiley and Sons, New York (1985). 2. M. H. Nayfeh and C. Clark, eds. Atomic Excitation and Recombination in External Fields , Harwood Academic Publishers, New York (1985). 3. K. Taylor, M. Nayfeh, and C. Clark, eds. Atomic Spectra and Collisions in External Fields , Plenum (1988). 4.C. Nicholaides, M. H. Nayfeh, and C. W. Clark, eds. Atoms in Strong Fields , Plenum (1989). Selected Publications relevant to the project Observation of a magic discrete family of ultrabright Si nanoparticles, G. Belomoin, J. Therrien, A. Smith, S. Rao, S. Chaieb, M. H. Nayfeh, Appl. Phys. Lett. 80, 841 (2002) UV photodetectors with thin film Si nanoparticle active medium, M. Nayfeh, S. Rao, O. Nayfeh, A. Smith, J. Therrien, IEEE Transactions on Nanotechnology 4 , 660 (2005) Observation of strong direct-like oscillator strength in the photoluminescence of 1 nm silicon nanoparticles, A. Smith, Z. Yamani, J. Turner, S. Habbal, S. Granick, and M.H. Nayfeh, PRB 72 , 205307 (2005) Light-induced conductance resonance in ultrasmall Si nanoparticles, J. Therrien, G. Belomoin, and M. H. Nayfeh, Appl. Phys. Lett 77, 1668 (2000) Cathodoluminescence of small silicon nanoparticles under electron-beam excitation, L. Abuhassan, M. Khanlary, P. Townsend, and M. H. Nayfeh, J. Appl. Phys 97 , 104314 (2005); 19

Stimulated blue emission in reconstituted films of ultrasmall silicon nanoparticles, M. H. Nayfeh, N. Barry, J. Therrien, O. Akcakir, E. Gratton, and G. Belomoin, Appl. Phys. Lett. 78 , 1131 (2001). Observation of laser oscillation in aggregates of ultrasmall silicon nanoparticles, M. H. Nayfeh, S. Chaieb, S. Rao, N. Barry, J. Therrien, G. Belomoin, and A. Smith, Appl. Phys. Lett. 80, 121 (2002). Effect of surface termination on the band gap of ultrabright Si29 nanoparticles: Experiments and computational models, G. Belomoin, E. Rogozhina, J. Therrien, P. V. Braun, L. Abuhassan, M. H. Nayfeh, L. Wagner, and L. Mitas, Phys. Rev. B 65, 193406 (2002) Spatially selective electrochemical deposition of composite films of metal and luminescent Si nanoparticles, A Smith, G. Belomoin, M. H. Nayfeh, and T. Nayfeh, Chemical Physics Letters 372, 415-418 (2003) Patents by Munir Nayfeh on synthesis and applications of Si nanoparticles: 1) “Si nanoparticle photovoltaic solar cell devices”, submitted Nov 21, 2005 (pending); 2) "Family of Discretely Sized Si Nanoparticles and Method for Producing the Same": US Patent 6,743,406 , "Family of Discretely Sized Silicon Nanoparticles and Method for Producing the Same" issued on 6/1/04; 3) "Si Nanoparticles and Method for Producing the Same": US Patent 6,585,947 , "Silicon Nanoparticle and Method for Producing the Same" issued on 7/1/03 (method claims); 4) "Si Nanoparticles composition of matter US Patent 6,846,474 , "Silicon Nanoparticle and Method for Producing the Same" issued on 1/25/05, composition of matter claims for the 1 nm (blue) particle, 5) "Si Nanoparticle Stimulated Emission Devices" US Patent 6,597,496, "Silicon Nanoparticle Stimulated Emission Devices", issued on 7/22/03; 6) "Elemental Si Nanoparticle Plating and Method for the Same": US Patent 6,660,152 , "Elemental Silicon Nanoparticle Plating and Method for the Same", issued on 12/9/03; 7) "Si Nanoparticle-Based UV Photodiodes": US Patent Application 10/374,683, "Coated Spherical Si Nanoparticle Thin Film UV Detector with UV Response and Method of Making", filed on 2/25/03. allowed.

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Exhibit B: Specification of Illinois Background Intellectual Property (if applicable) 1) UIUC Technology T99088 , “Silicon Nanoparticles and Method for Producing the Same”: a.
US Patent 6,585,947 , “Silicon Nanoparticle and Method for Producing the Same” issued on 7/1/03 (method claims).
US Patent 6,846,474 , “Silicon Nanoparticle and Method for Producing the Same” issued on 1/25/05, composition of matter claims for the 1 nm (blue) particle . PCT Patent Application US00/41376, “Silicon Nanoparticle and Method for Producing the same”, filed on 10/20/00, expired on 4/20/03, and nationalized in: Canada Serial No. 2,388,815, European Regional Serial No. 00992225.3 [Granted (Allowed) on 2/5/06. Decision to pay grant fee of $4000 for initial phase due 7/15/06], and Japan Serial No. 2001-539786.

b. c.

2) UIUC Technology TF01054 , “Family of Discretely Sized Silicon Nanoparticles and Method for Producing the Same”: a. b. c.
US Patent 6,743,406 , “Family of Discretely Sized Silicon Nanoparticles and Method for Producing the Same” issued on 6/1/04. US Patent 7,001,578 , “Family of Discretely Sized Silicon Nanoparticles and Method for Producing the Same” issued on 2/21/06. PCT Patent Application US02/33457, “Family of Discretely Sized Silicon Nanoparticles and Method for Producing the Same”, filed on 10/18/02, expired on 5/21/04, and nationalized in: Canada Serial No. 2,461,974 and European Regional Serial No. 02803286.0.

3) UIUC Technology TF05100 , “Silicon Nanoparticle Photovoltaic Solar Cell Devices”: a.
US Provisional Patent Application 60/736,139, “Silicon Nanoparticle Photovoltaic Solar
Cell Device”, filed on 11/20/05.

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EXHIBIT 10.2

Agreement No: 2006-07234 Sponsor: Sungen Energy

AMENDMENT NO. 01 TO SPONSORED RESEARCH AGREEMENT

This Amendment No.01 to Research Agreement #2006-07234 is between the Board of Trustees of the University of Illinois (“Illinois”) and Sungen Energy, Inc. (“Company”). WHEREAS , the parties identified above have entered into Research Agreement # 2006-07234, for a research project entitled “Power Nano Windows”, the term of which will expire on August 22, 2008; and WHEREAS, said parties desire to amend the Research Agreement as follows: Section 1.1 Statement of Work Exhibit A is hereby amended to expand the research project as described in Exhibit A-1, attached and incorporated herein. Section 2.1 Payment The Sponsor has agreed to provide an additional $203,617 to the previously awarded amount of $219,201. Therefore, the first sentence of Article 2.1 has been deleted in its entirety and shall be replaced with the following: “Company agrees to pay Illinois the fixed sum of $422,818 (U.S.) for all of the services to be provided by Illinois in accordance with its performance of the Research Project.” The payment chart in Section 2.1 shall be deleted and replaced with the following: Payment# Due Date Amount 1 Upon execution of this Agreement $2,000.00 2 1 month after Effective Date of this Agreement $27,150.12 3 4 months after Effective Date of this Agreement $27,150.12 4 7 months after Effective Date of this Agreement $27,150.12 5 10 months after Effective Date of this Agreement $27,150.12 6 13 months after Effective Date of this Agreement $78,054.38 7 16 months after Effective Date of this Agreement $78,054.38 8

19 months after Effective Date of this Agreement $78,054.38 9 23 months after Effective Date of this Agreement $78,054.38 Total $422,818.00 THEREFORE, said parties now mutually agree to amend this Sponsored Research Agreement No. 2006-07234 under the same terms and conditions as set forth in the original Agreement, effective as of July 5, 2007.

THE BOARD OF TRUSTEES OF THE SUNGEN ENERGY, INC. UNIVERSITY OF ILLINOIS /s/ Walter K. Knorr /s/ Harmel S. Rayat Walter K. Knorr, Comptroller Harmel S. Rayat, President Attest: /s/ Michele M. Thompson Michele M. Thompson

Exhibit A-1 Nayfeh-Sungen Energy, Inc. Sponsored Research Agreement Statement of Work

The two sides agreed to inject additional funding to allow better strategic planning, additional purchases or upgrades of equipment and additional hiring. The increase in the budgeted support for personnel and equipment is intended to speed up the routine steps, probe the parameter phase space, and the full proof of concept in the shortest period of time.

EXHIBIT 10.3

OCTILLION CORP. Suite 216 – 1628 West 1st Avenue Vancouver, BC V6J 1G1
September 4, 2007 Nicholas S. Cucinelli 1125 Elkhorn Lake Road Lake Orion, MI 48362

Re: Employment Agreement

Dear Nicholas:

This letter sets forth the terms and conditions of your employment by Octillion Corp. (the “ Company "). 1. Position and Duties. You shall be employed by the Company as its President and Chief Executive Officer; in performance of your duties, you shall be subject to the direction of, and be reporting directly to, the Company's Board of Directors (the "Board"); provided that, if requested by the Board, you will immediately resign as an officer of the Company. You shall be available to travel as the needs of the business require. You agree to devote your full business time, energy and skill to the duties assigned to you by the Board. 2. At-Will Employment . Anything herein to the contrary notwithstanding, your employment with and by the Company is “at-will employment” and may be terminated by you or the Company at any time, with or without cause, and for any reason whatsoever, upon written notice to the other. 3. Compensation . You shall be compensated by the Company for your services as follows: (a) Salary . Commencing September 10, 2007, you shall be paid a monthly salary of $8,750.00 ($105,000.00 per year), subject to applicable tax withholding, payable in 24 installments on the 15 th and last day of each calendar month during the term of this Agreement. Such salary shall be subject to periodic review and adjustment in accordance with the Company's salary review policies and practices then in effect for its senior management. (b) Stock Options. Within 60 days of execution of this Agreement, you and the Company shall have entered into a Stock Option Agreement (the “ Stock Option Agreement ”), pursuant to which you shall receive a total of 1,500,000 options (the “ Options ”) to purchase up to an aggregate of 1,500,000 shares of the Company‟s common stock; the Options are subject to and shall have such restrictions, vesting requirements and exercise provisions as are set forth in the Stock Option Agreement, the terms and conditions of which will be identical to those discussed on August 26, 2007, and detailed overleaf: 1. 500,000 Vest and Become Exercisable upon receiving engineering reports and independent confirmation that the NanoPower Windows can be manufactured at commercially viable prices and be able to generate a sufficient amount of electricity to be marketable to customers, whether retail or wholesale; 2. 500,000 Vest and Become Exercisable upon commencing commercial sales of the NanoPower Window, whether to retail customers or wholesale customers;

3. 500,000 Vest and Become Exercisable upon reaching $1,000,000 in total cumulative commercial sales of the NanoPower Window during any three month period of a fiscal year, and 4. All 1,500,000 Vest and Become Exercisable if and when Sungen Technologies, Inc. is acquired by a third party at a price that has been approved by shareholders and the Board of Directors or when Octillion Corp., because of its ownership of Sungen Technologies, Inc., is acquired by a third party at a price that has been approved by shareholders and the Board of Directors. The granting of the Options shall be effective only upon delivery of a fully executed Stock Option Agreement. (c) Additional Benefits. You shall be entitled to two weeks of paid vacation annually. Nothing contained herein shall preclude you from participating in the present or future employee benefit plans of the Company for its senior executive staff, provided that you meet the eligibility requirements for participation in any such plans. 4. Expenses. ( a) Initial Expense Reimbursement : You shall receive a one time payment of $2,000.00 to reimburse you for certain expenses incurred by you in connection with your acceptance of employment hereunder (the “ Initial Expense Reimbursement ”) to relocate. Should your employment be terminated by the Company or by yourself at any time, with or without cause, within twelve (12) months of the date of this Agreement, the Initial Expense Reimbursement shall become due and payable on a pro-rate monthly basis to the Company within 5 calendar days of the termination date. This Paragraph 4(a) shall survive the termination of this Agreement. (b) Medical Expense. During the term of this Agreement, the Company agrees to pay your current monthly COBRA insurance premiums (“ COBRA premiums ”) of up to $1,200.00 per month until such time that the Company can make available an alternative medical insurance plan. (c) Other Expenses. You shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses necessarily incurred in the performance of your duties hereunder, upon submission and approval of written statements and bills in accordance with the then regular procedures of the Company. 5. Your Representations and Warranties. You represent and warrant to the Company that (a) you are under no contractual or other restriction or obligation which is inconsistent with the execution of this Agree-ment, the performance of your duties hereunder, or the other rights of the Company hereunder, and (b) you are under no physical or mental disability that would hinder your performance of duties under this Agreement. 6. Termination of Salary, Benefits and Options. In the event of the termination of your employment by the Company or by you for any reason whatsoever, then as of the date of the termination of your employment as set forth in either the Company‟s notice to you or your notice to the Company, as the case may be (i), you shall no longer be entitled to any compensation under Paragraph 3 hereof, (ii) you shall no longer be entitled to any reimbursement of expenses under Paragraph 4 hereof, except for expenses incurred by you and approved by the Company prior to the date of such termination, (iii) any and all unexercised Options shall expire and shall no longer be exercisable as of the date of termination of this Agreement, and (iv) neither party hereto shall have any further rights or obligations hereunder (except obligations expressly stated to survive the termination of this Agreement). Nothing shall limit your right to be indemnified by the Company, subject to its indemnification policies then in effect, for your actions as a director or officer of the Company, provided such indemnification would otherwise have been available to you. 7. Non Competition; Non Solicitation . (a) In view of the unique and valuable services it is expected that you will render to the Company, your knowledge of its trade secrets, and other proprietary information relating to the business of the Company and in consideration of the compensation to be received hereunder, you will not, during the period you are employed by the Company, engage in, or otherwise directly or indirectly, be employed by, or act as a consultant or lender to, or, without the prior written approval of the Board, be a director, officer, owner, or partner of, any other business or organization that is engaged in the same field of research and development as is the Company. Nothing herein shall be deemed to

preclude you from being an officer, director, owner, investor in, or partner of, any business or organization which is not competing with the Company, provided the same does not in any manner whatsoever impair your ability to perform your duties under this Agreement. (b) During your employment and for a period of one year following the termination of your employment, you will not directly or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers, customers, or employees. (c) During your employment and for a period of one year following the termination of your employment, you shall not make any critical or disparaging statements about the Company or any of its employees, directors or products to any other person or entity. (d) Since a breach of the provisions of this Paragraph 7 could not adequately be compensated by money damages, the Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a threatened breach, and in either case no bond or other security shall be required in connection therewith, and you hereby consent to the issuance of such injunction. You agree that the provi-sions of this Paragraph 7 are necessary and reasonable to protect the Company in the conduct of its business. If any restriction contained in this Paragraph 7 shall be deemed to be invalid, illegal, or unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form such restriction shall then be enforceable in the manner contemplated hereby. This Paragraph 7 shall survive the termination of this Agreement. 8. Intellectual Property. Any interest in patents, patent applications, inventions, copyrights, developments, and processes (“Intellectual Property”) which you now, or hereafter during the period you are employed by the Company, may own or develop relating to the fields in which the Company may then be engaged shall belong to the Company; and forthwith upon request of the Company, you shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company all your right, title, and interest in and to such Intellectual Property free and clear of all liens, charges, and encumbrances. This Paragraph 8 shall survive the termination of this Agreement. 9. Confidential Information. All confidential information which you may now possess, or may obtain or create prior to the end of the period you are employed by the Company, relating to the business of the Company, or any customer or supplier of the Company, or any agreements, arrangements, or understandings to which the Company is a party, shall not be disclosed or made accessible by you to any other person or entity either during or after the termination of your employment or used by you except during your employment by the Company in the business and for the benefit of the Company. You shall return all tangible evidence of such confidential information to the Company prior to or at the termination of your employment. This Paragraph 9 shall survive the termination of this Agreement. 10. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. In view of the personal nature of the services to be performed under this Agreement by you, you shall not have the right to assign or transfer any of your rights, obligations or benefits under this Agreement, except as otherwise noted herein. 11. No Reliance on Representations . You acknowledge that you are not relying, and have not relied, on any promise, representation or statement made by or on behalf of the Company which is not set forth in this Agreement. 12. Entire Agreements; Amendments. This Agreement sets forth our entire understanding of the parties with respect to your employment by the Company, supersedes all existing agreements between you and the Company concerning such employment, and may be modified only by a written instrument duly executed by each of you and Company. 13. Waiver. Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

14. Constructio n. You and the Company have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by you and the Company and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. 15. Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 16. Notices. All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made by (i) certified or registered mail, return receipt requested, (ii) nationally recognized overnight courier delivery, (iii) by facsimile transmission provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party or (iv) hand delivery as follows: To the Company:

Octillion Corp. Suite 216 – 1628 West 1 st Avenue Vancouver, BC, V6J 1G1 Fax: 604-659-5029 Attention: Mr. Harmel S. Rayat, Director To you: Nicholas S. Cucinelli 1125 Elkhorn Lake Road Lake Orion, MI 48362 or to such other address, facsimile number, or email address, as is specified by a party by notice to the other party given in accordance with the provisions of this Paragraph 16. Any notice given in accordance with the provisions of this Paragraph 16 shall be deemed given (i) three (3) Business Days after mailing (if sent by certified mail), (ii) one (1) Business Day after deposit of same with a nationally recognized overnight courier service (if delivered by nationally recognized overnight courier service), or (iii) on the date delivery is made if delivered by hand or facsimile. 17. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Governing Law. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 19. Date of Agreement . The date of this Agreement shall be September 4, 2007 regardless of the date it is signed by you. If you find the foregoing acceptable, please acknowledge your acceptance of, and agreement with, the terms and conditions set forth above by signing the enclosed copy of this letter in the space provided and returning the same to the undersigned. Sincerely,

Octillion Corp.

/s/ Harmel S. Rayat Harmel S. Rayat Director and Chief Financial Officer

On this 4 th day of September, 2007, I agree to and accept employment with Octillion Corp. on the terms and conditions set forth in this Agreement.

Dated: September 4, 2007

/s/ Nicholas S. Cucinelli Nicholas S. Cucinelli

EXHIBIT 10.4 OCTILLION CORP. NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Octillion Corp., a Nevada corporation (the “Company”), and the following employee of the Company (“Optionee”): In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Option Information. (a) Date of Option: February 15, 2008 (b) Optionee: Nicholas Cucinelli (c) Number of Shares: 1,250,000 (d) Exercise Price: $1.66 2. Acknowledgements. (a) Optionee is an employee of the Company. (b) The Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors) and shareholders of the Company have heretofore adopted a 2006 Incentive Stock Plan (the “Plan”), pursuant to which this Option is being granted; and (c) The Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Rule 701 thereunder. 3. Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized under the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the “Exercise Price”), such price being the closing price on February 8, 2008. 4. Term of Option; Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall terminate 10 years from the date hereof. This Option shall earlier terminate subject o Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee‟s employment if such termination occurs prior to the end of such 10 year period. Nothing contained herein shall confer upon Optionee the right to the continuation of his or her employment by the Company or to interfere with the right of the Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof. 5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee‟s employment as follows: (a) 300,000 vest and become exercisable in annual installments of 100,000 for three years, with the first 100,000 vesting on February 8, 2009. All unexercised Options, whether vested or not, expire immediately in the event that Mr. Cucinelli is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position; (b) 500,000 vest and become exercisable in the event that the Company, or any subsidiary thereof, with the prior approval of the Board of Directors: successfully executes any partnership agreement or joint-venture agreement of any technology under current or future development; or successfully completes the sale any subsidiary; or any technology under current or future development. All unexercised

Options, whether vested or not, expire immediately in the event that Mr. Cucinelli is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position, and (c) 450,000 vest and become exercisable upon: commencing commercial sales of products derived from any technology under current or future development; or successfully achieving commercial gross annual sales exceeding $10,000,000 of those products and/or services which are not derived from technologies under current or future research and

development by the Company; or successfully completing the sale of Octillion to a third party, subject to shareholder and Board of Directors approval. All unexercised Options, whether vested or not, expire immediately in the event that Mr. Cucinelli is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position.

6. Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof. 7. Termination of Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee‟s personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated “for cause” as that term is defined by the terms of the Plan or this Option Agreement or by any employment agreement between the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof. 8. Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee‟s personal representative or the person entitled to Optionee‟s rights hereunder may at any time within six (6) months after the date of Optionee‟s death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee‟s death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. 9. No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 hereof. 10. Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by the Company”. In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), unless otherwise provided by the Board, this

Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization. Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply. In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 11. Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee‟s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option. 12. Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and the corporate securities rules of Nevada. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee‟s detriment or impair any rights of Optionee hereunder.

Investment Intent; Restrictions on Transfer. (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement. (b) Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information (c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE „SECURITIES ACT‟) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED FEBRUARY 15, 2008, BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS. and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company‟s transfer agent. 14. Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company‟s securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company‟s securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following the effective date of registration of such offering. 15. Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee except as hereinafter provided. (a) Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a “Repurchase Event” shall mean an occurrence of one of (i) termination of Optionee‟s employment by the Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Optionee; (iii)

bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee‟s spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price equal to the fair value of the Shares as of the date of the Repurchase Event. (b) Repurchase Right on Termination for Cause. In the event Optionee‟s employment is terminated by the Company “for cause”, then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation. (c) Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15. (d) Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered to the Company. (e) Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee‟s agreement to such restrictions and the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect thereto. (f) Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement (all references

to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent of the Optionee and the Company. (g) Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following the date of this Agreement, or when the Company‟s securities are publicly traded, whichever occurs earlier. 16. Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the address last provided by Optionee for his or her employee records. 17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein. IN WITNESS WHEREOF, the parties hereto have executed this Option as of the date first above written. Octillion Corp. By: /s/ Harmel S. Rayat Harmel S. Rayat, Chief Financial Officer and Authorized Signatory /s/ Nicholas Cucinelli Nicholas Cucinelli, Optionee

(one of the following, as appropriate, shall be signed)

I certify that as of the date By his or her signature, the hereof I am unmarried spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT ____________________________ /s/ Tracy Cucinelli Optionee Spouse of Optionee

Appendix A NOTICE OF EXERCISE Octillion Corp. Suite 216 - 1628 West 1st Avenue Vancouver, BC V6J 1G1 Attention: Chief Financial Officer Re: Nonstatutory Stock Option Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option agreement: Nonstatutory Stock Option Agreement dated: ____________ Number of shares being purchased: ____________ Exercise Price: $____________ A check in the amount of the aggregate price of the shares being purchased is attached. I hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. I understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares. Further, I understand that, as a result of this exercise of rights, I will recognize income in an amount equal to the amount by which the fair market value of the Shares exceeds the exercise price. I agree to report such income in accordance with then applicable law and to cooperate with Company in establishing the withholding and corresponding deduction to the Company for its income tax purposes. I agree to provide to the Company such additional documents or information as may be required pursuant to the Company‟s 2006 Incentive Stock Plan. _______________________________ (signature) _______________________________ (name of Optionee)

EXHIBIT 10.5 OCTILLION CORP. NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Octillion Corp., a Nevada corporation (the “Company”), and the following Director of the Company (“Optionee”): In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Option Information. (a) Date of Option: March 10, 2008 (b) Optionee: Thomas Gladwin (c) Number of Shares: 50,000 (d) Exercise Price: $1.66 2. Acknowledgements. (a) Optionee is a Director of the Company. (b) The Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors) and shareholders of the Company have heretofore adopted a 2006 Incentive Stock Plan (the “Plan”), pursuant to which this Option is being granted; and (c) The Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Rule 701 thereunder. 3. Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized under the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the “Exercise Price”), such price being the closing price on February 8, 2008. 4. Term of Option; Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall terminate 10 years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee‟s employment or affiliation as a Board Member if such termination occurs prior to the end of such 10 year period. Nothing contained herein shall confer upon Optionee the right to the continuation of his or her employment by or affiliation with the Company or to interfere with the right of the Company to terminate such employment/affiliation or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof. 5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee‟s employment or affiliation as a Board Member and vest and become exercisable in annual installments of 10,000 for five years, with the first 10,000 vesting on February 8, 2009. All unexercised Options, whether vested or not, expire immediately in the event that Dr. Gladwin is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position. 6.

Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by

the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof. 7. Termination of Employment/Affiliation. If Optionee shall cease to be employed by the Company or affiliated as a Board Member for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee‟s personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment/affiliation or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment/affiliation and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated “for cause” as that term is defined by the terms of the Plan or this Option Agreement or by any employment agreement between the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof. 8. Death of Optionee. If the Optionee shall die while in the employ of or serving as a Board Member of the Company, Optionee‟s personal representative or the person entitled to Optionee‟s rights hereunder may at any time within six (6) months after the date of Optionee‟s death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee‟s death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. 9. No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 hereof. 10. Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by the Company”. In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.

Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply. In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 11. Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee‟s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option. 12. Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and the corporate securities rules of Nevada. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee‟s detriment or impair any rights of Optionee hereunder. 13. Investment Intent; Restrictions on Transfer. (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement. (b) Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its

business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information (c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE „SECURITIES ACT‟) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED MARCH 10, 2008, BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS. and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company‟s transfer agent. 14. Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company‟s securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company‟s securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following the effective date of registration of such offering. 15. Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee except as hereinafter provided. (a) Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a “Repurchase Event” shall mean an occurrence of one of (i) termination of Optionee‟s employment by the Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee‟s spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price equal to the fair value of the Shares as of the date of the Repurchase Event. (b) Repurchase Right on Termination for Cause. In the event Optionee‟s employment is terminated by the Company “for cause”, then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of

this Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation. (c) Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15. (d) Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered to the Company. (e) Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee‟s agreement to such restrictions and the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect thereto. (f) Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement (all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent of the Optionee and the Company. (g) Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following the date of this Agreement, or when the Company‟s securities are publicly traded, whichever occurs earlier. 16. Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the address last provided by Optionee for his or her employee records.

17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein. IN WITNESS WHEREOF, the parties hereto have executed this Option as of the date first above written. Octillion Corp.

By: /s/ Nicholas Cucinelli Nicholas Cucinelli, President and CEO

/s/ Thomas Gladwin Thomas Gladwin, Optionee

(one of the following, as appropriate, shall be signed)

I certify that as of the date By his or her signature, the hereof I am unmarried spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT

____________________________ /s/ Ann Gladwin Optionee Spouse of Optionee

Appendix A NOTICE OF EXERCISE Octillion Corp. Suite 216 - 1628 West 1st Avenue Vancouver, BC V6J 1G1 Attention: Chief Financial Officer Re: Nonstatutory Stock Option Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option agreement: Nonstatutory Stock Option Agreement dated: ____________ Number of shares being purchased: ____________ Exercise Price: $____________ A check in the amount of the aggregate price of the shares being purchased is attached. I hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. I understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares. Further, I understand that, as a result of this exercise of rights, I will recognize income in an amount equal to the amount by which the fair market value of the Shares exceeds the exercise price. I agree to report such income in accordance with then applicable law and to cooperate with Company in establishing the withholding and corresponding deduction to the Company for its income tax purposes. I agree to provide to the Company such additional documents or information as may be required pursuant to the Company‟s 2006 Incentive Stock Plan. _______________________________ (signature) _______________________________ (name of Optionee)

EXHIBIT 10.6 OCTILLION CORP. NONSTATUTORY STOCK OPTION AGREEMENT THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Octillion Corp., a Nevada corporation (the “Company”), and the following Director of the Company (“Optionee”): In consideration of the covenants herein set forth, the parties hereto agree as follows: 1. Option Information. (a) Date of Option: March 10, 2008 (b) Optionee: Alastair Livesey (c) Number of Shares: 50,000 (d) Exercise Price: $1.66 2. Acknowledgements. (a) Optionee is a Director of the Company. (b) The Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors) and shareholders of the Company have heretofore adopted a 2006 Incentive Stock Plan (the “Plan”), pursuant to which this Option is being granted; and (c) The Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares of common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Rule 701 thereunder. 3. Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other consideration as is authorized under the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth in Section 1(d) above (the “Exercise Price”), such price being the closing price on February 8, 2008. 4. Term of Option; Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall terminate 10 years from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee‟s employment or affiliation as a Board Member if such termination occurs prior to the end of such 10 year period. Nothing contained herein shall confer upon Optionee the right to the continuation of his or her employment by or affiliation with the Company or to interfere with the right of the Company to terminate such employment/affiliation or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof. 5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee‟s employment or affiliation as a Board Member and vest and become exercisable in annual installments of 10,000 for five years, with the first 10,000 vesting on February 8, 2009. All unexercised Options, whether vested or not, expire immediately in the event that Dr. Livesey is removed from his position by the Board of Directors, shareholders or voluntarily resigns from his position. 6.

Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by

the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof. 7. Termination of Employment/Affiliation. If Optionee shall cease to be employed by the Company or affiliated as a Board Member for any reason, whether voluntarily or involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee‟s personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment/affiliation or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment/affiliation and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months; or (ii) if Optionee is terminated “for cause” as that term is defined by the terms of the Plan or this Option Agreement or by any employment agreement between the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof. 8. Death of Optionee. If the Optionee shall die while in the employ of or serving as a Board Member of the Company, Optionee‟s personal representative or the person entitled to Optionee‟s rights hereunder may at any time within six (6) months after the date of Optionee‟s death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee‟s death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee. 9. No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 hereof. 10. Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by the Company”. In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital stock of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.

Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall continue to apply. In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized Stock without par value into the same number of shares of Stock with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of this Option. To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible into shares of stock of any class. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. 11. Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee‟s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option. 12. Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and the corporate securities rules of Nevada. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee‟s detriment or impair any rights of Optionee hereunder. 13. Investment Intent; Restrictions on Transfer. (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement. (b) Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its

business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information (c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefore and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE „SECURITIES ACT‟) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED MARCH 10, 2008, BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS. and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company‟s transfer agent. 14. Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company‟s securities under the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company‟s securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of at least one year following the effective date of registration of such offering. 15. Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated by the Optionee except as hereinafter provided. (a) Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a “Repurchase Event” shall mean an occurrence of one of (i) termination of Optionee‟s employment by the Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee‟s spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price equal to the fair value of the Shares as of the date of the Repurchase Event. (b) Repurchase Right on Termination for Cause. In the event Optionee‟s employment is terminated by the Company “for cause”, then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of

this Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation. (c) Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15. (d) Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered to the Company. (e) Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee‟s agreement to such restrictions and the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect thereto. (f) Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement (all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent of the Optionee and the Company. (g) Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following the date of this Agreement, or when the Company‟s securities are publicly traded, whichever occurs earlier. 16. Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the address last provided by Optionee for his or her employee records.

17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein. IN WITNESS WHEREOF, the parties hereto have executed this Option as of the date first above written. Octillion Corp.

By: /s/ Nicholas Cucinelli Nicholas Cucinelli, President and CEO

/s/ Alastair Livesey Alastair Livesey, Optionee

(one of the following, as appropriate, shall be signed)

I certify that as of the date By his or her signature, the hereof I am unmarried spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION AGREEMENT

____________________________ /s/ Hilary Livesey Optionee Spouse of Optionee

Appendix A NOTICE OF EXERCISE Octillion Corp. Suite 216 - 1628 West 1st Avenue Vancouver, BC V6J 1G1 Attention: Chief Financial Officer Re: Nonstatutory Stock Option Notice is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option agreement: Nonstatutory Stock Option Agreement dated: ____________ Number of shares being purchased: ____________ Exercise Price: $____________ A check in the amount of the aggregate price of the shares being purchased is attached. I hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws. I understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares. Further, I understand that, as a result of this exercise of rights, I will recognize income in an amount equal to the amount by which the fair market value of the Shares exceeds the exercise price. I agree to report such income in accordance with then applicable law and to cooperate with Company in establishing the withholding and corresponding deduction to the Company for its income tax purposes. I agree to provide to the Company such additional documents or information as may be required pursuant to the Company‟s 2006 Incentive Stock Plan. _______________________________ (signature) _______________________________ (name of Optionee)

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in the Registration Statement on Forms S-1 of Octillion Corp. and Subsidiaries ("the Company") of our report dated November 27, 2007, on our audit of the consolidated balance sheets of Octillion Corp. and Subsidiaries as of August 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flows for the years then ended and for the cumulative period from May 5, 1998 (inception) to August 31, 2007. We also consent to the reference to us under the heading "Experts" in the Registration Statement. Our report, dated November 27, 2007, contains an explanatory paragraph that states that the Company has experienced recurring losses from operations since inception and has a substantial accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN PLLC

March 12, 2008 Seattle, Washington