Item 1.01. Entry into a Material Definitive Agreement

On November 25, 2008, Open Energy Corporation ("we" or the "Company") entered into a manufacturing and license agreement (the "License Agreement") with Wuxi Suntech Power Co., LTD ("Suntech") pursuant to which, among other things, we granted Suntech an exclusive license of the intellectual property incorporated into our solar roof tile product and any similar or new generation tile roof products (the "Tile Products"). Pursuant to the License Agreement, Suntech will have the exclusive right to manufacture and sell the Tile Products on a worldwide basis during the term of the License Agreement, which extends through December 31, 2013. Suntech is required to offer Burlingame Industries, dba Eagle Roofing Products, the exclusive right to distribute the Tile Products in the United States for 2009 and 2010. We will earn royalties as a percentage of Suntech's total sales of the Tile Product on a quarterly basis during the term of the License Agreement in accordance with a formula specified in the License Agreement.

---