| Loan Agreement                                                                |                                                                                                                                                                                                                                                                                        |
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| between                                                                       |                                                                                                                                                                                                                                                                                        |
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| SES      SOCIETED’ENERGIE      SOLAIRESA                                | Route      de Saint-Julien 1291228      Plan-les-Ouates                                                                                                                                                                                                                                     |
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| Joint      engagement :(hereinafter      the “debtors”)      | In      the event of a plurality of debtors, the latter shall be jointly liable,      pursuant to Art. 143seq CO.                                                                                                                                                                           |
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| Banque      Cantonale de Genève(hereinafter      the “bank”) | Quai      de l’Ile 17, 1204 Geneva                                                                                                                                                                                                                                                    |
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| 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. |
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| Limit :                                                                  | CHF      3'000'000.00 (three million Swiss francs)                                                                                                                                                                                                                                          |
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| Use :                                                                    | On currentaccount :                                                                                                                                                                                                                                                                    |
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|                                                                          | N° :      5017.04.49 [***]                                                                                                                                                                                                                                                        |
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|                                                                          | and/or                                                                                                                                                                                                                                                                                      |
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|                                                                          | for the opening of letter of      credits :                                                                                                                                                                                                                                            |
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|                                                                          | The      bank reserves all rights to refuse issuance of certain warranties and/or      cautions and letter of credits.                                                                                                                                                                      |
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| Interest :                                                               | Current account :                                                                                                                                                                                                                                                                      |
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|                                                                          | 5.750%      per year for the letter of credits, variable at any time, notably subject      to the conditions of the market.                                                                                                                                                                 |
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|                                                                          | 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 to9.500%.   |

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| Commission :       | Current account :                                                                                                                                                                                                                                          |
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|                    | 0.250%      per quarter, calculated on the highest debit balance during the given      period.                                                                                                                                                                  |
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|                    | Issuance of letters of      credit :                                                                                                                                                                                                                       |
|                    | The      bank will charge a commission and costs on issuance of letter of      credits.                                                                                                                                                                         |
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| Billing :          | The      interests, commissions and costs will be calculated and included in the      current account each quarter.                                                                                                                                             |
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| Set-up      fees : | CHF      10'000.00, which will be deducted from account N°5017.04.49 during the      first closing                                                                                                                                                         |
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| 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.               |
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| 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.                                                                                          |
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|                    | Assignment      by the debtor(s) to the bank of the sale proceeds of the financed solar      plant, pursuant to the assignment agreement attached    herewith.                                                                                                  |
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|                    | 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.                               |
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|                    | 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. |
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|                    | 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.                            |

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| 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 [***].                                                                                                                                                                                       |
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|                         | The      amounts for which the financing is not provided for by the bank      are as follows:                                                                                                                                                                                                                                                                        |
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|                         | -      CHF [***] of works performed by Hevron S.A.,-      CHF 250'000.00 of beneficiary margin of the debtor(s).                                                                                                                                                                                                                                                          |
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|                         | Payment      of the two amounts indicated above is postponed until the maturity date of      the current financing.                                                                                                                                                                                                                                                       |
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|                         | 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 [***].                                                                                                                                                                    |
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|                         | Should      the project undergo any technical or financial modifications, the      debtor(s) must inform the bank at the earliest date    possible.                                                                                                                                                                                                                       |
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|                         | 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. |
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|                         | 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.                                                                                                                                                                            |
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|                         | 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.                                                                                                     |

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| Miscellaneous :     | Under      no circumstances shall the sum of credit be liberated    without:                                                                                                                                                            |
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|                     | 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),               |
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|                     | Definite      validation of the construction permit, a copy of which shall be submitted      to the bank,                                                                                                                               |
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|                     | 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 [***],                                              |
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|                     | 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 |
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|                     | 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                                 |
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|                     | 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.                              |
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| 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)                              |
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|                     | 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.                                                                             |

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| 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: |
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|                                |                                                                                                                                                                                                            |   |
|                                | ·                                                                                                                                                                                      | 4      assignment agreements of products as a possible  guarantee |
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| Notices:                            | All      correspondence in relation to the financing should be sentto:                                                                                                                                          |
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|                                |                                                                                                                                                                                                            | SES      SOCIETE D’ENERGIE SOLAIRE SAMrs.      Sandrine CrisafulliRoute      de Saint-Julien 1291228      Plan-les-Ouates |
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| Deadline      for acceptance : | The      present contract and its annexes must be returned to the bank no later      than 30 September 09 duly signed anddated.                                                                                 |

| Tanguy      de Jaegere        | Luca      Fontanelli |
|-------------------------------|----------------------|
| Member      of the Management | Executive            |

| Place and date : | Plan-les-Ouates         |
|-----------------------|-------------------------|
|                  | September      18, 2009 |

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