Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Open Energy Corporation, a Nevada corporation, referred to as "we" or "our" in this report, entered into a securities purchase agreement on September 12, 2008 with The Quercus Trust. We refer to that securities purchase agreement as the "September 2008 SPA." In connection with the transactions contemplated by the September 2008 SPA, we agreed to appoint three designees of The Quercus Trust to our board of directors. Previously, The Quercus Trust designated and we appointed David Anthony and Joseph Bartlett to our board of directors. On October 24, 2008, we appointed Tom Naylor, an additional Quercus designee, to our board of directors.

Tom Naylor is the chief technology officer of Advanced Telemetry, LLC, a position he has held since October 2007. Advanced Telemetry, LLC designs, manufactures and markets systems to monitor and reduce energy use in homes and businesses. From March 2002 until October 2007, Mr. Naylor was president of Loudwater Technologies, LLC.

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