Exhibit
10.1

       

      
        Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Loan Agreement

                                              	 
      
	 
      	 
      
	
                                                between

                                              	 
      
	 
      	 
      
	
                                                SES
      SOCIETE

                                                D’ENERGIE
      SOLAIRE

                                                SA

                                              	
                                                Route
      de Saint-Julien 129

                                                1228
      Plan-les-Ouates

                                              
	 	 
	
                                                Joint
      engagement :

                                                (hereinafter
      the “debtors”)

                                              	
                                                In
      the event of a plurality of debtors, the latter shall be jointly liable,
      pursuant to Art. 143seq CO.

                                              
	 
      	 
      
	
                                                and

                                              	 
      
	 	 
	
                                                Banque
      Cantonale de Genève

                                                (hereinafter
      the “bank”)

                                              	
                                                Quai
      de l’Ile 17, 1204 Geneva

                                              
	 
      	 
      
	
                                                Object :

                                              	
                                                Financing
      of the construction of a photovoltaic power plant (hereinafter the “solar
      plant”) on the roof top of the [***] Shopping Mall, prior to purchase of
      the solar plant by [***] subsequent to the operation starting date,
      expected by June 30, 2010.

                                              
	 
      	 
      
	
                                                Limit :

                                              	
                                                CHF
      3'000'000.00 (three million Swiss francs)

                                              
	 
      	 
      
	
                                                Use :

                                              	
                                                On current
account :

                                              
	 
      	 
      
	 
      	
                                                N° :
      5017.04.49 [***]

                                              
	 
      	 
      
	 
      	
                                                and/or

                                              
	 
      	 
      
	 
      	
                                                for the opening of letter of
      credits :

                                              
	 
      	 
      
	 
      	
                                                The
      bank reserves all rights to refuse issuance of certain warranties and/or
      cautions and letter of credits.

                                              
	 
      	 
      
	 
      	 
      
	
                                                Interest :

                                              	
                                                Current account :

                                              
	 
      	 
      
	 
      	
                                                5.750%
      per year for the letter of credits, variable at any time, notably subject
      to the conditions of the market.

                                              
	 
      	 
      
	 
      	
                                                Special
      interest rate will be charged on any amount in excess of the limit of the
      loan in current account. This interest rate is regularly published in the
      brochure “Tariffs and Services Conditions” of the bank ; currently,
      it amounts to
9.500%.

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      
        
          
            
              	
                      Commission :

                    	
                      Current account :

                    
	 
      	
                      0.250%
      per quarter, calculated on the highest debit balance during the given
      period.

                    
	 
      	 
      
	 
      	
                      Issuance of letters of
      credit :

                    
	 
      	
                      The
      bank will charge a commission and costs on issuance of letter of
      credits.

                    
	 
      	 
      
	
                      Billing :

                    	
                      The
      interests, commissions and costs will be calculated and included in the
      current account each quarter.

                    
	 
      	 
      
	
                      Set-up
      fees :

                    	
                      CHF
      10'000.00, which will be deducted from account N°5017.04.49 during the
      first closing

                    
	 
      	 
      
	
                      Maturity:

                    	
                      June
      30, 2010, date on which the financing will have been entirely repaid,
      being understood that the loan can be accelerated at any time by one or
      the other of the parties, according to the general conditions of the
      bank.

                    
	 
      	 
      
	
                      Security :

                       

                    	
                      Simple
      security from [***] in the amount of  up to CHF 3'000'000.00 in
      capital, in accordance with the instrument to be provided to the
      bank.

                    
	 
      	 
      
	 
      	
                      Assignment
      by the debtor(s) to the bank of the sale proceeds of the financed solar
      plant, pursuant to the assignment agreement attached
    herewith.

                    
	 
      	 
      
	 
      	
                      Assignment
      by the debtor(s) to the bank of the proceeds resulting from the contract
      to be entered into with [***] relating to the sale of the electricity,
      pursuant to the assignment agreement attached herewith.

                    
	 
      	 
      
	 
      	
                      Assignment
      by the debtor(s) to the bank of the proceeds of the civil liability
      insurance policy and fire flood insurance policy (natural disasters, riots
      and acts of malevolence), pursuant to the assignment agreement attached
      herewith.

                    
	 
      	 
      
	 
      	
                      Assignment
      by the debtor(s) to the bank of the proceeds of the sale of the industrial
      building located in chemin du Champs-des-Filles, 1228 Plan-les-Ouates,
      pursuant to the assignment agreement attached
  herewith.

                    


            

          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      
        
          	
                  Other
      conditions :

                	
                  The
      amount of this credit is determined on the basis of the financial plan
      provided to the bank, based upon a global cost of the project in the
      amount of CHF [***].

                
	 
      	 
      
	 
      	
                  The
      amounts for which the financing is not provided for by the bank
      are as follows:

                
	 
      	 
      
	 
      	
                  -
      CHF [***] of works performed by Hevron S.A.,

                  -
      CHF 250'000.00 of beneficiary margin of the debtor(s).

                
	 
      	 
      
	 
      	
                  Payment
      of the two amounts indicated above is postponed until the maturity date of
      the current financing.

                
	 
      	 
      
	 
      	
                  The
      repayment of the EUR [***] corresponding to the advance of 5% paid by the
      debtor(s) at the order of the photovoltaic modules is not due until the
      sale of the solar plant to [***].

                
	 
      	 
      
	 
      	
                  Should
      the project undergo any technical or financial modifications, the
      debtor(s) must inform the bank at the earliest date
    possible.

                
	 
      	 
      
	 
      	
                  During
      the construction, the solar plant shall be sufficiently and constantly
      insured against fire and flood damages by a company having its head office
      in Switzerland. The insurance shall also cover civil liability. The
      debtor(s) commit themselves to provide the bank with a copy of the
      insurance policy covering the construction site.

                
	 
      	 
      
	 
      	
                  Any
      modification of the contract or delay in payment of an insurance premium
      shall be notified to the bank.

                
	 
      	 
      
	 
      	
                  Subordination
      of the claims of SES Solar Inc. amounting to CHF 2,381,926 pursuant to the
      annual statement as of December 31, 2008, copy of which is to be provided
      to the bank.

                
	 
      	 
      
	 
      	
                  The
      debtor(s) commit themselves not to reimburse the claims above without the
      bank’s written consent.

                
	 
      	 
      
	 
      	
                  At
      the end of the construction, the debtor(s) shall provide the bank with a
      copy of the certificate established by [***] certifying that the
      constructions have been correctly realized and that they do not present
      any danger to third parties.

                


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      
        
          	
                  Miscellaneous :

                	
                  Under
      no circumstances shall the sum of credit be liberated
    without:

                
	 
      	 
      
	 
      	
                  Satisfaction
      of all the aforementioned points (being understood that the conclusion of
      the guarantee provided by [***] and conclusion of the contract with [***]
      will take place after the use of credit),

                
	 
      	 
      
	 
      	
                  Definite
      validation of the construction permit, a copy of which shall be submitted
      to the bank,

                
	 
      	 
      
	 
      	
                  Remittance
      to the bank of a copy of the purchase agreement of the solar power station
      between the debtor(s) and the [***], duly signed, for the minimum price of
      CHF [***],

                
	 
      	 
      
	 
      	
                  Remittance
      to the bank of a duly signed copy of the agreement between the debtor(s)
      and Hevron S.A, in relation to the works to be provided for the minimum
      amount of CHF [***] and with deferred payments,

                
	 
      	 
      
	 
      	
                  Remittance
      to the bank of a copy of the contract of use of a commercial building’s
      roof in [***], free of charge, between the debtor(s) and the owner of the
      building, duly signed, for a minimum term of 25 years

                
	 
      	 
      
	 
      	
                  Remittance
      to the bank of a copy of the contract duly signed between the debtor(s)
      and [***] in relation to the purchase of the electricity produced by the
      financed solar power station

                
	 
      	 
      
	 
      	
                  The
      debtor(s) shall notify the bank immediately of any circumstances which put
      or could put them in default or which caused or could cause a
      deterioration in its/their financial standing.

                
	 
      	 
      
	
                  Funds
      withdrawals :

                	
                  This
      loan shall be used as the works advance, by means of payment orders,
      accompanied by the relevant invoices to the benefit of the service
      providers, established and signed by debtor(s)

                
	 
      	 
      
	 
      	
                  To
      allow a precise control of the payment, the debtor(s) will provide the
      bank with the list of the service providers duly dated and
      signed.

                


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      
        
          
            
              
                
                  
                    
                      	
                              Other
      contractual bases:

                            	In
      addition, the present contract is also governed by the following enclosed
      documents, which are integral part of this contract and which should be
      returned to the bank duly dated and signed:
	 
      	 	 
      
	 
      	
                              
                                ·    

                              

                            	
                              4
      assignment agreements of products as a possible
  guarantee

                            
	 
      	 	 
      
	
                              Notices:

                            	All
      correspondence in relation to the financing should be sent
to:
	 
      	 	 
      
	 
      	 	
                              SES
      SOCIETE D’ENERGIE SOLAIRE SA

                              Mrs.
      Sandrine Crisafulli

                              Route
      de Saint-Julien 129

                              1228
      Plan-les-Ouates

                            
	 
      	 	 
      
	
                              Deadline
      for acceptance :

                            	The
      present contract and its annexes must be returned to the bank no later
      than 30 September 09 duly signed and
dated.


                    

                  

                

              

            

          

        

      

      


      The
undersigned confirms that they took knowledge of every page of the present
contract, as well as general terms of the bank and the aforementioned documents,
and declares to accept all the contractual conditions which are enunciated
therein.

      


      Geneva,
18 September, 2009

      


      Banque
Cantonale de Genève

      


      
        
          	
                  Tanguy
      de Jaegere

                	
                  Luca
      Fontanelli

                
	
                  Member
      of the Management

                	
                  Executive

                


        

      

      


      Debtor(s):

      


      Signature
/s/ Sandrine
Crisafulli                      

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      
        
          
            	
                    Place and date :

                  	
                    Plan-les-Ouates

                  
	
                     

                  	
                    September
      18, 2009

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      Contract to provide a
guarantee

      


      The
undersigned:

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      Assign to
the Banque Cantonale de Genève, with its headquarters in Geneva (“the
Bank”):

      


      All the
proceeds of the sale of the Solar Central (being: the photovoltaic production
unit comprising the solar panels, the supporting structure, cables, accessory
equipment, and the associated remote processing) that is to be built on the
rooftops and in an appropriate local in the Shopping Center of [***], at
[***],

      


      As well
as all the accessory rights and preferences, and interests that are or are to be
owed.

      


      The
present assignment guarantees all present and future rights that the Bank have
or may have against the undersigned.

      


      The
undersigned commit themselves to instruct the buyer to make payment directly to
the Bank who has the authority to notify the assignment if it thinks
fit.

      


      The
undersigned acknowledge as being binding, the general conditions that are
applicable in relation to the Bank’s business and its clients.

      


      Assignee(s)

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      Signature:
/s/ Sandrine
Crisafulli                      

       

      Date and
place: September
18, 2009


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      Contract to provide a
guarantee

      


      The
undersigned:

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      Assign to
the Banque Cantonale de Genève, with its headquarters in Geneva (“the Bank”),
the product of the potential sale of the property at:

      


      Chemin des Champ-des-Filles
36, 1228 Plan-les-Ouates (DDP 6786 de la commune de
Plan-les-Ouates)

      


      For a
sum, yet to be determined, but that will be decided with a potential buyer,
including all accessory rights and preferences, as well as interests that are or
are to be owed.

      


      The
present assignment guarantees all present and future rights that the Bank have
or may have against the undersigned.

      


      The
undersigned commit themselves to instruct the buyer to make his payment(s)
directly to the Bank who is authorized to notify the assignment if it thinks
fit.

      


      The
undersigned acknowledge as being binding, the general conditions that are
applicable in relation to the Bank’s business and its clients.

      


      Assignee(s)

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      
        Signature:
/s/ Sandrine
Crisafulli                      

         

        Date and
place: September
18, 2009

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      Contract to provide a
guarantee

      


      The
undersigned:

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      Assign to
the Banque Cantonale de Genève, with its headquarters in Geneva (“the
Bank”):

      


      All the
proceeds arising from the contract that the undersigned will conclude with [***]
in relation to the sale of electricity produced by the solar central that it to
be built on the rooftops of the shopping center at [***],

      


      As well
as all the accessory rights and preferences, and interests that are or are to be
owed.

      


      The
present assignment guarantees all present and future rights that the Bank have
or may have against the undersigned.

      


      The
undersigned commit themselves to instruct the buyer to make his payment(s)
directly to the Bank who is authorized to notify the assignment if it thinks
fit.

      


      The
undersigned acknowledge as being binding, the general conditions that are
applicable in relation to the Bank’s business and its clients.

      


      Assignee(s)

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      
        Signature:
/s/ Sandrine
Crisafulli                      

         

        Date and
place: September
18, 2009

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Confidential
treatment has been requested for portions of this exhibit and such portions have
been filed separately with the Commission. The copy filed herewith omits the
information for which confidential treatment has been requested and replaces it
with [***].

      


      Contract to provide a
guarantee

      


      The
undersigned:

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      Assign to
the Banque Cantonale de Genève, with its headquarters in Geneva (“the
Bank”):

      


      Its
(their) rights that follow from the policies of the civil liability insurance
and fire and floor insurance (force of nature, riots and malevolence acts)
concluded by the undersigned to cover the risks that are inherent to the
construction and exploitation of the solar central on the rooftops of the
shopping center at [***],

      


      As well
as all the accessory rights and preferences, and interests that are or are to be
owed.

      


      The
present assignment guarantees all present and future rights that the Bank have
or may have against the undersigned.

      


      The
undersigned commit themselves to instruct the buyer to make his payment(s)
directly to the Bank who is authorized to notify the assignment if it thinks
fit.

      


      The
undersigned acknowledge as being binding, the general conditions that are
applicable in relation to the Bank’s business and its clients.

      


      Assignee(s)

      SES
SOCIETE D’ENERGIE SOLAIRE SA

      


      
        Signature:
/s/ Sandrine
Crisafulli                      

         

        Date and
place: September
18, 2009