**Funds
      for development of renewable energies and economies of
      energy**




**Loan
      Agreement**





**N°
      07/01**





**between**





SES
      Société d’Energie Solaire SA (hereinafter the “beneficiary” or “SES SA”),
      domiciled at 129 route de Saint-Julien 1228 Plan-les-Ouates,
      borrower





**and**





Etat
      de
      Genève, Department of Territory (DT), Cantonal Energy Service (ScanE),
      lender





**1)** **Preamble**





On
      August
      21, 2007, SES Société d’Energie Solaire SA filed a request with DT, ScanE, for a
      loan of CHF 4,500,000, in accordance with the Act Establishing Two Funds for
      the
      Development of Renewable Energies and Economies of Energy (L 2 40), for the
      purpose of constructing a photovoltaic installation of 570 kW on the roof of
      their new manufacturing facility in ZIPLO (parcel n° 16384, page n° 37 of the
      real estate registry). By decision dated September 17, 2007 (file n° 589), the
      DT, ScanE, granted a loan of CHF 4,500,000 for a period of 6 months, at the
      interest rate of 5% per annum. This decision was contingent upon the signing
      by
      the parties of this Loan Agreement. The latter determines the modalities of
      the
      transfer, of the repayment, and the guarantee of the aforementioned
      loan.




**2)** **Transfer
      of the loan to the borrower**





Not
      a
      single transfer shall take place unless the guarantees set forth in Section
      6
      hereinafter are presented by the borrower and two copies of this agreement
      are
      signed.





The
      interests start from the payment of the loan by Etat de Genève, DT,
      ScanE.





Any
      delay
      in interest payments and/or repayments of the principal exceeding one month
      shall cause the immediate acceleration of the loan and a 6% late interest rate
      shall be charged.





The
      borrower undertake to notify the DT, ScanE, in writing, two months in advance
      before the foreseeable end of the construction works the completion fate of
      the
      construction works, so that [DT, ScanE] has the possibility to establish or
      to
      have established by an expert that the installation is in conformity with the
      approved project.










In
      the
      case that [the installation is not in conformity with the approved project],
      the
      borrower shall repair such inconformity within 90 days at its own expenses.
      Beyond this deadline, the borrower shall have an obligation to immediately
      repay
      the totality of the loan and the interests past due.





**3)** **Duration
      of the loan**





The
      loan
      is granted for a maximum period of 6 months starting from the date where the
      loan was paid by DT, ScanE.





**4)** **Interests** ****





[The
      loan
      shall bear interest of 5% per annum payable by the borrower.]





**5)** **Repayment
      fo the loan and the interests payments**





The
      beneficiary shall repay the loan and the interests due in a single
      installment.





**6)** **Guarantees**




The
      borrower offers the following guarantees:





·
            Pledge
                by the signing shareholder in favor of DT acting on behalf of Etat
                de
                Genève of 2,688 photovoltaic modules - STM 210 Sunpower ordered for the
                realization of the solar plant;


·
            Pledge
                by the signing shareholder in favor of DT acting on behalf of Etat
                de
                Genève of 10,000,000 shares of the company SES Solar Inc. These shares
                are
                already in the hands of Etat de Genève, Department of Finance, as they had
                already been transferred to DT acting on behalf of Etat de Genève in
                connection with the CHF 1,000,000 loan facility that was granted
                to SES SA
                (file n° 03/07).





Within
      the scope of these pledges, the parties expressly agree that the borrower shall
      have the possibility to require the sale of the pledge in accordance with Art.
      130(1) of the Federal Act on Bankruptcy and Debt Enforcement.





On
      the
      other hand, an agreement on the right of first purchase was entered between
      SES
      and SIG on January 15, 2006, in connection with the purchase of the solar roof
      for a lump sum of CHF 4,900,000 (CHF 5,178,599 adaptable to the price of
      silicon), VAT and electricity installation not included.










**7)** **Use
      of the loan in conformity with the energy indicators**





The
      borrower shall use the loan to realize the installation corresponding to the
      project enclosed to its demand number 589 which
      was approved by DT, ScanE by its decision dated September 17, 2007 and excluding
      any other use.





**8)** **Completion
      of the works**





The
      borrower shall be free of its obligations based upon the present agreement
      only
      when the conformity of the installation shall have been certified and all the
      sums repaid.




**9)** **Project
      changes**





Any
      change in the initial project as such was approved by DT needs be notified
      in
      writing to DT, ScanE, so that a new examination of the file can be
      effectuated.





Any
      change that was not approved in writing by DT, ScanE, shall constitute a breach
      of contract.





**10)** **Entry
      and information right**





The
      present agreement authorize DT, ScanE to effectuate, at its own expenses, the
      scrutiny visits throughout the duration of the construction works. If the
      installation is declared not conform to the initial project, the cost of the
      scrutiny visits shall be assumed by the borrower.




**11)** **Venue
      and governing law**





For
      any
      dispute arising out of the present agreement, the venue shall be in Geneva.
      Swiss law applies.





**12)** **Transfer/Assignment**





The
      present agreement cannot be fully or partially assigned by any of the parties
      to
      it to any third party (Art. 164(1) Code of Obligations).








**13)** **Notifications
      of the correspondence**





Any
      correspondence in relation to this agreement shall be sent to the address
      hereinafter and shall mention the name of the borrower, the signing date and
      the
      file number (indicated at the beginning of the contract)





Service
      Cantonal de l’Energie


Rue
      du
      Puits-Sait-Pierre 4


Case
      poslate 3918


1211
      Geneva 3





***Agreement
      signed in two original copies, one for the borrower and another for Etat de
      Genève, DT, ScanE***


For
                  the borrower:
              
              For
                  Etat de Genève, DT:Mrs
                  Sandrine Crisafulli, administrative director
              
              Mr.
                  Olivier Ouzilou, director of the Cantonal Sevice for
                  Energy[signature]
              
              [signature]Geneva,
                  September 18, 2007
              
              Geneva,
                  September 18, 2007