AMENDMENT
      AGREEMENT

     

    THIS
      AGREEMENT made
      as
      of the 30th day of November, 2006.

     

    AMONG:

     

    CHRISTIANE
      ERNE,
      of
Route
      de
      Saint-Julien 129 CH-1228 Plan-les-Ouates, Switzerland

     

    (“Erne”)

     

    AND:

     

    JEAN-CHRISTOPHE
      HADORN,
      of
Route
      de
      Saint-Julien 129 CH-1228 Plan-les-Ouates, Switzerland

     

    (“Hadorn”)

     

    AND:

     

    CLAUDIA
      REY,
      of
Route
      de
      Saint-Julien 129 CH-1228 Plan-les-Ouates, Switzerland

     

    (“Rey”)

     

    AND:

     

    SES
      SOLAR INC.,
      a Nevada
      corporation with an executive office at Route
      de
      Saint-Julien 129 CH-1228 Plan-les-Ouates, Switzerland

     

    (“SES”)

     

    AND:

     

    CLARK
      WILSON LLP,
      of 800
      - 885 West Georgia Street, Vancouver, BC V6C 3H1

     

    (the
      “Escrow
      Agent”)

     

    WHEREAS:

     

    A. Erne,
      Hadorn and Rey (collectively, the “Shareholders”)
      in
      addition to SES and the Escrow Agent entered into a Credit Line Escrow Agreement
      dated September 1, 2006 (the “Escrow
      Agreement”),
      whereby the Escrow Agent agreed to accept, hold and deliver 24,143,410 shares
      of
      common stock of SES (the “Shares”)
      in
      connection with the closing of the Share Exchange Agreement dated August 31,
      2006, among the Shareholders, SES and Société
      D’energie Solaire S.A., a Swiss company;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    B. Pursuant
      to the terms of the Escrow Agreement, the Escrow Agent was required to, among
      other things, hold the Shares in escrow and to:

     

    
      	 	
              (i)

            	
              deliver
                the Shares into a subsequent escrow in accordance with the terms
                of the
                Long Term Escrow Agreement dated September 1, 2006, among the
                Shareholders, SES and the Escrow Agreement if SES closes a financing
                of at
                least CHF12,000,000 on or prior to October 31, 2006
                (the “Financing”),
                or

            


    

     

    
      	 	
              (ii)

            	
              deliver
                the Shares to SES for immediate cancellation if SES does not close
                the
                Financing on or prior to October 31,
                2006;

            


    

     

    C. The
      parties to the Escrow Agreement entered into an Amendment Agreement dated
      October 27, 2006, whereby the parties agreed to extend the closing date of
      the
      Financing from October 31, 2006 to November 30, 2006; and

     

    D. The
      parties to the Escrow Agreement, as amended, wish to enter into this Agreement
      to amend the terms of the Escrow Agreement, as amended, and extend the date
      by
      which SES must close the Financing from November 30, 2006 to November 30,
      2007.

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and
      agreements set forth herein and of the sum of $10.00 paid by each of the
      Shareholders to SES and the Escrow Agent, the receipt of which is hereby
      acknowledged, the parties hereto agree each with the other as
      follows:

     

    
      
        1.
          AMENDMENT
          TO SECTION 3.2

      

    

     

    1.1 Section
      3.2 of the Escrow Agreement, as amended, is hereby amended by deleting Section
      3.2 in its entirety and by substituting the following:

     

    “3.2 The
      Escrow Agent will hold the Shares and the PAs in escrow and will, unless
      prohibited by an order of a court of competent jurisdiction:

     

    
      	 	
              (a)

            	
              deliver
                (i) the Shares into a subsequent escrow in accordance with the terms
                of
                the Long Term Escrow Agreement dated September 1, 2006, among the
                Shareholders, SES and the Escrow Agent and (ii) the PAs to each of
                the
                Shareholders, if SES closes a financing of at least CHF12,000,000
                on or
                prior to November 30, 2007 (the “Financing”);
                or

            


    

     

    
      	 	
              (b)

            	
              deliver
                the Shares and the PAs to SES for immediate cancellation if SES does
                not
                close the Financing on or prior to November 30,
                2007.”

            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      
        2.
          GENERAL

      

    

     

    2.1 The
      Escrow Agreement, as amended, and this Agreement will be read and construed
      as
      one agreement.

     

    2.2 The
      Escrow Agreement, as amended and modified hereby, will remain in full force
      and
      effect.

     

    2.3 Except
      as
      herein otherwise provided, no subsequent alteration, amendment, change, or
      addition to this Agreement will be binding upon the parties hereto unless
      reduced to writing and signed by the parties.

     

    2.4 All
      undefined terms used herein shall have their respective meanings as set out
      in
      the Escrow Agreement, as amended.

     

    2.5 This
      Agreement will enure to the benefit of and be binding upon the parties and
      their
      respective heirs, executors, administrators and successors.

     

    2.6 The
      parties will execute and deliver all such further documents, do or cause to
      be
      done all such further acts and things, and give all such further assurances
      as
      may be necessary to give full effect to the provisions and intent of this
      Agreement.

     

    2.7 This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Delaware.

     

    2.8 Any
      notice required or permitted to be given under this Agreement will be in writing
      and may be given by delivering, sending by electronic facsimile transmission
      or
      other means of electronic communication capable of producing a printed copy,
      or
      sending by prepaid registered mail, the notice to the following address:


     

    
      	 	
              (a)

            	
              If
                to the Shareholders:

            


    

     

    c/o
      Société d’Energie Solaire S.A.

    Route
      de
      Saint-Julien 129

    CH-1228
      Plan-les-Ouates

    Switzerland

     

    Attention: Jean-Christophe
      Hadorn 

    Telephone: +41
      22
      884 14 84

    Facsimile: +41
      22
      884 14 80

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    With
      a
      copy (which will not constitute notice) to:

    


    Etude
      d’avocats Poggia & Rudermann

    Rue
      de
      Beaumont 11

    1206
      Geneve

    Suisse

     

    Attention: Me
      Mauro
      Poggia

    Telephone: +41
      22
      703 58 58

    Facsimile: +41
      22
      703 58 57

     

    
      	 	
              (b)

            	
              If
                to SES:

            


    

     

    Route
      de
      Saint-Julien 129

    CH-1228
      Plan-les-Ouates

    Switzerland

     

    Attention: Jean-Christophe
      Hadorn

    Facsimile: +41
      22
      884 14 80

     

    
      	 	
              (c)

            	
              If
                to the Escrow Agent:

            


    

     

    Clark
      Wilson LLP

    Barristers
      and Solicitors

    800
      - 885
      West Georgia Street

    Vancouver,
      British Columbia

    Canada
      V6C 3H1


     

    Attention: Cam
      McTavish

    Fax:  (604)
      687-6314

     

    (or
      to
      such other address as any party may specify by notice in writing to another
      party). Any notice delivered or sent by electronic facsimile transmission or
      other means of electronic communication capable of producing a printed copy
      on a
      business day will be deemed conclusively to have been effectively given on
      the
      day the notice was delivered, or the electronic communication was successfully
      transmitted, as the case may be. Any notice sent by prepaid registered mail
      will
      be deemed conclusively to have been effectively given on the third business
      day
      after posting; but if at the time of posting or between the time of posting
      and
      the third business day thereafter there is a strike, lockout, or other labour
      disturbance affecting postal service, then the notice will not be effectively
      given until actually delivered.

     

    2.9 Time
      is
      of the essence of this Agreement.

     

    2.10 It
      is
      understood and agreed by the parties to this Agreement that the only duties
      and
      obligations of the Escrow Agent are those specifically stated in the Escrow
      Agreement, as amended and modified hereby, and no other.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    2.11 This
      Agreement may be executed in one or more counterparts, all of which will be
      considered one and the same agreement and will become effective when one or
      more
      counterparts have been signed by each of the parties and delivered to the other
      parties, it being understood that all parties need not sign the same
      counterpart. This Agreement may be executed by delivery of executed signature
      pages by fax and such fax execution will be effective for all
      purposes.

     

    IN
      WITNESS WHEREOF the parties have caused this Agreement to be executed as of
      the
      day and year first written above.

     

    SES
      SOLAR INC.

     

     

    Per: 

    
      

    

    Name:
      Jean-Christophe Hadorn

    Title:
      Chief Executive Officer

     

    


    
      	
              EXECUTED
                by CHRISTIANE
                ERNE
                in
                the presence of:

               

                

              

              Signature

               

              
                

              

              Print
                Name

               

              
                

              

              Address

               

              
                

              

               

              
                

              

              Occupation

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

              
                

              

              CHRISTIANE
                ERNE

            


    

    


    


    
      	
              EXECUTED
                by JEAN-CHRISTOPHE
                HADORN
                in
                the presence of:

               

              
                

              

              Signature

               

              
                

              

              Print
                Name

               

              
                

              

              Address

               

              
                

              

               

              
                

              

              Occupation

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

              
                

              

              JEAN-CHRISTOPHE
                HADORN

            


    

    


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    


    
      	
              EXECUTED
                by CLAUDIA
                REY
                in
                the presence of:

               

              
                

              

              Signature

               

              
                

              

              Print
                Name

               

              
                

              

              Address

               

              
                

              

               

              
                

              

              Occupation

            	
              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

              )

            	
               

               

               

               

               

              
                

              

              CLAUDIA
                REY

            


    

    


     

    CLARK
      WILSON LLP

     

    Per: 

    
      

    

    Partner

     

    
      
         

      

      
        -6-