CONSULTANCY
      AGREEMENT

    


    between

    


    SES
      Société d’Energie Solaire SA, route de Saint-Julien 129, 1228
      Plan-les-Ouates

    


    and

    


    Mr.
      Daniel ERNE, reoute de Loex 176, 1233 Bernex


    


    
      	1.	
              Functions:

            


    

     

    
      	 	
              ·

            	
              Member
                of the Board of Directors

            


    

    
      	 	 	 


      	 	
              ·

            	
              Deputy
                General Director

            


    

    


    
      	2.	
              Duration
                of the contract:
                from October 1, 2006 to July 31
                2007

            


    

    


    
      	3.	
              Missions:

            


    

     

    
      	 	
              ·

            	
              Conduct
                SES business

            


    

    
      	 	 	 


      	 	
              ·

            	
              Develop
                the turnover and the profit margin

            


    

    
      	 	 	 


      	 	
              ·

            	
              Comply
                with the legal commitments of the
                company

            


    

    
      	 	 	 


      	 	
              ·

            	
              Generate
                value for the shareholders

            


    

    
      	 	 	 


      	 	
              ·

            	
              Report
                to the Board of Directors

            


    

    


    
      	4.	
              Place
                of work:
                SES

            


    

    


    
      
        
          	5.	
                  Length:
                    at
                    least 40h/week in accordance with
                    law

                


        

      

    

    


    
      
        
          	6.	
                  Working
                    hours:
                    free, time sheet to fill out once a week (the list of missions
                    defined by
                    the Board of Directors)

                


        

      

    

    


    
      
        
          	7.	
                  Vacation:
                    5
                    weeks per year

                


        

      

    

    


    
      
        
          	8.	
                  Insurances:
                    Basic coverage for professional and non-professional accidents,
                    additional
                    LAA coverage by SES

                


        

      

    

    


    
      	9.	
              Pension
                fund:
                the one of SES

            


    

    


    
      
        
          	10.	
                  Remuneration:

                


        

      

    

    

      
        	 	
                Basic
                  salary: 

              	 	
                CHF
                  10’000/month, before taxes, 13th salary in addition, social
                  security charges deducted 

              
	 	 	 	 
	 	
                Supplementary
                  Bonus: 

              	 	
                will
                  be decided by the Board of Directors of SES, within 6 months after
                  the end
                  of the fiscal year, in accordance with the results of SES and the
                  contribution of everyone to the good business
                  environment

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	11.	
              Overtime:
                not payable, but can be taken as vacation if approved by the Board
                of
                Directors but SES has the priority

            


    

    


    
      	12.	
              Expenses:
                direct expenses (in connection with a particular project or client)
                or
                indirect expenses (authorized business development) shall be reimbursed
                upon the presentation of the evidences establishing the
                expenses

            


    

    


    
      	13.	
              Duration
                of the contract: 10
                months; at the end of the contract the Board of Directors of SES
                will take
                a decision for a new position within the
                company

            


    

    


    
      	14.	
              Trial
                period: none.

            


    

    


    
      	15.	
              Notice
                period:
                2
                months for both parties

            


    

    


    
      	16.	
              Confidentiality:
                required for all the businesses and documents and vis-à-vis exterior
                relations

            


    

    


    
      	17.	
              Education:
                if
                the business allows it and if it is necessary, SES may assume the
                cost of
                the seminars and continuing
                education

            


    

    


    
      	18.	
              Other
                conditions:
                Swiss Code of Obligations

            


    

    


    Read
      and
      approved

    


    Made
      in
      two original copies in Plan-les-Ouates, on October 3, 2006

    


    SES
      Société d’Energie Solaire SA

    Jean-Christophe
      Hadorn, President

    


    Daniel
      ERNE

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ADDENDUM
      No 1


    


    Consultancy
      Agreement dated October 3, 2006 between SES Société d’Energie Solaire SA and Mr.
      Daniel ERNE

    


    The
      function of the deputy General Director coming to an end on July 31 2007 shall
      be extended until Mr. Daniel ERNE enters the new function of Commercial
      Director.

    


    The
      duration of the Consultancy Agreement is indefinite.

    


    Other
      clauses of the Consultancy Agreement remain unchanged.

    


    Plan-les-Ouates,
      February 16, 2007

    


    SES
      Société d’Energie Solaire SA

    Sandrine
      Crisafulli, Director

    


    Daniel
      ERNE