UBS

    Credit
      Framework Agreement

    Corporate
      Financing UBS

    


    1.
       Borrower

    SES
      Societe d’Energie Solaire SA

    129,
      Route de Saint-Julien

    1228
      Plan-les-Ouates

    (hereinafter
      the “Borrower”)

    


    2.
       Lender

    UBS
      SA

    Plade
      de
      Cornavin 12

    1201
      Geneva

    (hereinafter
      the “UBS”)

    


    3.
       Amount
      of Credit

    UBS
      grants to the Borrower a credit line in the amount of 2,000,000 CHF (two million
      Swiss Francs)

    


    The
      credit line granted herein may be used up to the limit of the value of the
      pledged security, which value shall be determined by UBS. UBS shall have the
      discretion to determine the type of assets which may be used as security as
      well
      as their initial value. This value may fluctuate and UBS shall provide, on
      demand and at any time, all relevant information on said value.

    


    4.
       Purpose
      of Financing

    Financing
      of an ongoing business.

    


    5.
       Terms
      of Use

    Within
      the terms of the present Agreement, use of the credit line may be made as
      follows:

    
      	 	
              ·

            	
              Account
                in CHF and/or in foreign currencies

            


    

    
      	 	
              ·

            	
              Fixed
                term advances from UBS for a period of 1-12 months in an amount not
                less
                than CHF 250,000 and/or an equivalent amount in foreign
                currencies

            


    

    
      	 	
              ·

            	
              Issuance
                of guarantees approved by UBS for a period of up to12 months
                

            


    

    
      	 	
              ·

            	
              Granting
                of financial instruments approved by UBS for a period of up to 12
                months

            


    

     

    6.
       Conditions

    


    
      
        6.1
          UBS
          Accounts

      

    

    Currently,
      in the event of use of the credit line by the Borrower in CHF, the applicable
      interest rate shall be 5% per annum. For certain foreign currencies, the
      applicable interest rate shall be determined upon demand.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    A
      commission of 0.25% per quarter shall be added to the applicable interest rate,
      as calculated on the basis of the highest uncovered amount but in no event
      to
      exceed 50% of the total interest due per quarter.

    


    The
      computation and debiting of accounts for any interest payments shall be made
      four time a year, at the end of calendar quarter. UBS reserves the right to
      adapt the interest ad commission rates at any time with immediate
      effect.

    


    
      
        6.2
          Fixed
          Rate Advances by UBS

      

    

    For
      any
      advances made for up to six months, the computation and debiting of the capital
      and any interest shall be made upon maturity.

    


    For
      any
      advances made for a period greater than six months, the computation and the
      debiting of any interest shall be made four times a year, at the end of each
      calendar quarter, whereas the computation of the debited capital and the
      interests shall be made at the maturity.

    


    The
      initial rate shall depend on the conditions in force on the European markets
      for
      the given period and currency, and the UBS margin shall be added to said
      rate.

    


    The
      interest rate shall be determined two banking days prior to the use or the
      renewal of the advance, for the given period and currency. The instructions
      on
      the utilization or renewal of the advance must be received by UBS at least
      two
      banking days prior to said use or renewal. Absent such instructions, the matured
      advances shall not be renewed; the capital and the interest shall in such case
      be debited from the relevant account.

    


    6.3 Guarantees

    All
      commissions and the expenses shall be established by UBS on a case by case
      basis
      depending on the type, amount, duration, and degree of complexity of the
      transaction as well as on the solvency of the Borrower.

    


    UBS
      shall
      have the right to adjust, at any time, all commissions during the term of the
      guarantee, by providing ninety days written notice to the Borrower.

    


    6.4 Computation
      of Interest

    The
      computation of interest shall be made on the basis of 365/360, i.e. on the
      basis
      of the average number of days in a month based upon a 360-day year.

    


    7. Administrative
      Expenses

    CHF
      150
      shall be due from the receipt of the present Agreement duly signed by the
      Borrower. Said administrative expenses shall be directly debited from the
      account.

    


    8. Security

    The
      security provided herein shall cover any and all claims of UBS, including,
      but
      not limited to, all interest, commissions, etc.:

    


    
      	
            	1)	
              Pledge
                of the assets of the Borrower deposited with UBS in accordance
                with the separate “Deed of Pledge” dated January 24,
                2007.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9. Term

    Indefinite.

    


    10. Termination

    


    10.1 Ordinary
      Termination

    The
      Borrower can terminate this Agreement at any time and with immediate
      effect.

    


    UBS
      may
      terminate this Agreement at any time and with immediate effect, and may refuse
      to make the credit line available, at its discretion on a case by case basis
      and
      without disclosing the reasons.

    


    The
      termination shall result in the immediate cancellation of the unused portion
      of
      the credit line. To the extent that the credit line was used to its full,
      repayment of the amounts used shall be made as follows:

    


    
      	 	
              ·

            	
              Current
                Account UBS

            


    

    Immediately

    
      	 	
              ·

            	
              Fixed
                Rate Advances by UBS

            


    

    At
      the
      maturity

    


    The
      guarantees issued by UBS shall stay in place, under the full responsibility
      of
      the Borrower, until their maturity, in accordance with their
      provisions.

    


    10.2 Extraordinary
      Termination

    The
      Borrower shall have the right, at any time, by providing 30 calendar days
      notice, to terminate this Agreement and repay the whole or part of the used
      amounts. If the early repayment is made during the fixed interest rate period
      or
      at any other time other than the initial prepayment term, an indemnification,
      computed in accordance with the provision “indemnity in case of early
      termination” herein, shall be due as of the day of the early
      repayment.

    


    UBS
      shall
      have the right, at any time, to terminate this Agreement with immediate effect
      and to accelerate any and all part of the credit used including the accrued
      interest, commissions, expenses, etc. – irrespective
      of
      the maturity of any of the parts of the credit granted – as well as to
      require the immediate repayment, when:

    


    
      	 	
              1)

            	
              The
                Borrower or any company of the group (the term “companies of the group”
                means all the companies consolidated, within the meaning of Art.
                663e(1)
                CO, with the Borrower) that are late with payments for more than
                30
                calendar days – whether vis-à-vis UBS or any third party (including a
                potential creditor who was assigned the rights under this
                Agreement) – in regards of the payment of the interests, commissions,
                and/or the principal or any potential overdraft of the credit line,
                which
                have not been paid within the deadline given by UBS or have not been
                properly collateralized.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2)

            	
              The
                security provided may risk lose or has already lost, at appreciation
                of
                UBS, a large part of its value.

            


    

    


    
      	 	
              3)

            	
              The
                Borrower or any other company of the group are in breach of any obligation
                set forth in this Agreement.

            


    

    


    If,
      at
      the moment of the extraordinary termination, the guarantees have been issued,
      the Borrower shall undertake to immediately disengage the Bank from these
      conditional undertakings.

    


    11. Indemnity
      in Case of Early Termination

    In
      case
      of early termination, an indemnity shall be due; the indemnity shall be equal
      to
      the difference between the agreed interest rate and the interest rate applicable
      at the time of termination or the placement on a monetary or financial market
      for the remaining time of the credit. If the agreed interest rate is superior
      to
      the interest rate applicable to the said placement, the difference shall be
      debited from the account of the Borrower; if it is inferior to the interest
      rate
      of the investment, the difference shall be credited to the Borrower’s
      account.

    


    If,
      in
      case of early termination, UBS accelerates certain portions of the used credit,
      the Borrower must indemnify UBS for any inconveniency and other costs suffered,
      such as the difference between the agreed interest rate and the interest rate
      applicable at the time of termination, or an investment on the monetary or
      financial market equivalent to the residual duration of the credit. Additional
      indemnities remain reserved.

    


    12. Obligation
      to Inform

    For
      the
      whole term of this credit relation, the Borrower undertakes to immediately
      inform UBS of any material modification, especially of any circumstance proper
      to justify an extraordinary termination.

    


    13. Conditions
      for Providing the Credit

    The
      credit line shall be made available when all documents herein shall have be
      provided to UBS and duly signed and when UBS is in possession of the agreed
      security:

    


    
      	 	
              ·

            	
              One
                copy of this Credit Agreement

            


    

    
      	 	
              ·

            	
              Subsequent
                engagement of the security

            


    

    


    If
      all
      the documents and/or necessary security were not given to UBS within a month
      from the date of the establishment of this Agreement, UBS shall have the right
      to cancel it without fixing any additional deadline.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. Miscellaneous

    


    14.1 General
      Conditions

    The
      “General Conditions” of UBS are part of this Credit Agreement.

    


    14.2 Liquidation
      Order of the Security

    If
      several securities are guaranteeing the claims of UBS and if they must be
      liquidated, UBS shall decide, at its discretion, on the scope and order of
      liquidation of the security as well as on the order of repayment of the used
      credit line out of the proceeds of the liquidation of the security.

    


    15. Assignment

    UBS
      shall
      have the right to assign, in full or in part, to any third party in Switzerland
      or abroad, its rights under this Agreement, including all the potential related
      security, including, but not limited to, mortgage certificates. UBS reserves
      the
      right to provide at any time to the interested third parties, including the
      credit rating agencies, any information and data related to the present
      contractual relation and is, in that respect, relieved from the banking secrecy.
      If the third parties do not have the obligation to comply with the Swiss banking
      secrecy, the transmission of such information and data shall not be done unless
      such third parties undertakes in advance to comply with the Swiss banking
      secrecy in dealing with its potential contractual partners.

    


    Any
      assignee shall have the right to assign, provided that the subsequent assignee
      undertakes to comply with the banking secrecy. Without the additional agreement
      of the Borrower, UBS (as well as any potential assignee) shall have the right
      to
      assign its obligation to make available the credit line or any other obligation
      set forth in this contractual relationship. The assignee must be either an
      entity connected to UBS or a Swiss or foreign financial institution (bank,
      insurance company, among others). To the extent that UBS assigns its
      obligations, it shall be released of such obligations. In accordance with this
      provision, UBS shall also have the right to transfer the totality of the credit
      relation to such acquirer (change of the co-contracting person). Any assignee
      shall have the right to subsequently assign the totality of the credit relation
      to any subsequent assignee.

    


    16. Waiver
      of Compensation

    The
      Borrower waives in advance the right to set-off its obligations with its
      potential claims against UBS and/or potential assignee of the rights set forth
      in this Agreement, even if the potential claim that the Borrower wishes to
      set-off cannot be recovered because of insolvency or
      over-indebtedness.

    


    17. Governing
      Law and Venue

    This
      Agreement shall be exclusively governed by Swiss
      law.
      The
      place of execution, venue for the enforcement (applicable only to the persons
      domiciled abroad) as well as the exclusive jurisdiction for any dispute arising
      out of this Agreement shall be Geneva. UBS shall, however, have the right to
      act
      at the domicile of the Borrower or before any other competent authority, Swiss
      law remaining in such case exclusively applicable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Agreement was made in two original copes and replace the one made on May 25,
      2007.

    


    
      	
              Ref.
                PFDE-AYC

            	
              UBS
                SA

            	 
	 	 	 
	
              Geneva,
                September 4, 2007

            	
              /s/
                Pierre-Claude Favarger

            	
              Tamas
                Laszio Nyikus

            
	 	
              Vice-Director

            	
              Holder
                of Procuration

            
	 	 	 
	
              The
                Borrower

            	
              SES
                Société d’Energie Solaire SA

            
	 	 	 
	 	 	 
	
              Plan-les-Ouates

            	
              /s/
                S. Crisafulli

            	 
	
              Place/date

            	
              Signatures