Company Uses in Modification of Paragraph 2 Clause

Modification of Paragraph 2 from Independent Contractor Services Agreement

THIS FIRST AMENDMENT TO THE INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this "Amendment") is made this 4th day of November, 2015 by and between Power Strategies, LLC ("PSL") and NanoFlex Power Corporation (the "Company.") All capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in that certain Independent Contractor Services Agreement dated as of October 25, 2014 (the "Agreement") between the parties.

Modification of Paragraph 2. Paragraph 2 of the Agreement shall be modified to also include the following language at the end of the last sentence in the paragraph prior to the words "(this "Agreement")": "as a consultant and in addition to the consulting services provided by PSL, pursuant to which J. Norman Allen shall provide services to the Company as its Chief Technology Officer, to which position J. Norman Allen was appointed by the Company's Board of Directors on June 19, 2015." Paragraph 2 of the Agreement shall additionally be modified to also include the following language in the parenthesis which states "(NanoFlex)": "or the Company." 1.2Modification of Paragraph 4: Services. Paragraph 4: Services shall be modified to also include the following language at the end of the last sentence in the paragraph after sentence ending with "purposes.": "Additionally, pursuant to this Agreement, J. Norman Allen shall serve in the capacity of and perform the services typically performed by a Chief Technology Officer for the Company." 1.3Modification of Paragraph 5: Independent Contractor. Paragraph 5: Independent Contractor shall be modified to be entirely replaced with the following language: "NanoFlex will retain PSL's services in the capacity of an independent contractor. It is agreed that PSL will not be an employee nor authorized agent of NanoFlex. Additionally, it is agreed that J. Norman Allen will serve in his capacity as Chief Technology Officer as an independent contractor and that no employment relationship is formed between him and the Company. Accordingly, PSL shall determine the time, location, manner and means by which we perform and complete the Services and J. Norman Allen shall perform the services typical of a Chief Technology Officer at the direction of the Company's board of directors and its Chief Executive Officer. Neither PSL nor J. Norman Allen shall have any authority to enter into contracts or binding commitments or obligations in the name of or on behalf of NanoFlex without the express prior written authorization NanoFlex as to the specific contract or commitment."