**Banque        Cantonale de Genève**

**CONSTRUCTION        CREDIT CONTRACT**

**BCGE        SIMPLISSIMMO**

| Joint                  commitment :                                                                                        | In                  case of several debtors, they shall be jointly liable, in accordance                  with                  art. 143ss CO.                                                                                                                                                                                                                                                                                                                                                                    |
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| (hereinafter                  the debtor(s))                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| and                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Banque                  Cantonale de Genève**,                  **Quai                  de l’Ile 17, 1204 Geneva** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (hereinafter,                  the bank)                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Purpose :                                                                                                                  | Financing                  of the construction of a trades building located at chemin du                  Champ-des-Filles 36, Plan-les-Ouates.                                                                                                                                                                                                                                                                                                                                                                   |
| Limit:                                                                                                                          | CHF                  4,800,000 (Swiss francs - four million eight hundred                  thousand)                                                                                                                                                                                                                                                                                                                                                                                                              |
| Use:                                                                                                                            | In                  a current account for which the number will be communicated later                  to the                  debtor(s).                                                                                                                                                                                                                                                                                                                                                                         |
| Interest                  rate:                                                                                                 | 3.250%                  per year, for the credit limit, variable at any given time, according                  to                  market conditions.                                                                                                                                                                                                                                                                                                                                                             |
| Commission:                                                                                                                     | 0.250%                  per trimester, calculated on the highest debt balance during the                  period.                                                                                                                                                                                                                                                                                                                                                                                                 |
| Billing:                                                                                                                        | Interests,                  commissions and expenses shall be calculated and entered into the                  account                  for each trimester.                                                                                                                                                                                                                                                                                                                                                       |
| Case                  expenses:                                                                                                 | CHF                  5,000.00 to be debited from the abovementioned current                  account.                                                                                                                                                                                                                                                                                                                                                                                                             |
| Securities:                                                                                                                     | Fiduciary                  assignment for the full property by the debtor(s) of a mortgage                  note to                  bearer of CHF 4,800,000, 1st                  rank, without contest, on the distinct and permanent surface right                  entered                  on sheet 6786, granted for parcel no. 6708 of the town of Plan-les-Ouates,                  according to the fiduciary assignment of property for surety purposes,                  as                  attached. |
|                                                                                                                            | The                  debtor(s) to this contract expressly recognize(s) that they are                  jointly                  liable for the mortgage note, assigned in trust to the bank as                  security                  for the loan granted. Assignment by the debtor(s) in favor of the                  bank of                  the income produced by leasing the financed building, according                  to the                  attached lease assignment.                          |

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| Deadline:                              | At                  the end of construction, but the latest on 6/30/2008, the bank                  shall                  examine on the basis of an export report and statement of end of                  work, the                  possible consolidation of this credit by making available financing                  secured by mortgage notes.                                                                                                                                                                                                                                                                                                                                                             |
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|                                   | In                  spite of the fixed deadline, this credit can be revoked at any                  time, by                  either one of the parties, in accordance with our general                  conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Other                  conditions:     | For                  the full duration of the works, the building under construction                  shall be                  sufficiently and constantly insured against fire and water damage                  with a                  company having its headquarters in Switzerland. The insurance shall                  also                  cover the civil liability risks. As such, the debtor(s) shall submit                  a                  copy of the progressive fire insurance policy covering the work                  site. We                  must be notified of any amendment to the contract or any delay                  in payment                  of a premium on the due date. |
|                                   | The                  amount of this credit is determined on the basis of a provisional                  financing plan, of which a final copy must be submitted to the                  bank,                  stating a total cost of CHF 10,680,000. Owner’s equity/own funds shall be                  for CHF 5,880,000 to be paid as a first entry into the current                  account or                  to be justified prior to using the financing.                                                                                                                                                                                                                                           |
|                                   | If                  the project should undergo technical or financial modifications,                  the Karl                  Steiner SA company and the debtor(s) shall inform the bank as soon                  as                  possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Miscellaneous:                         | The                  amount of this credit shall certainly not be released if the construction                  permit does not go into definitive effect, of which a copy shall                  be                  submitted to the bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Release                  of the funds: | This                  credit shall be used as the works progress, by means of transfer                  orders                  established and signed by the debtor(s) in favor of Karl Steiner                  SA, in                  accordance with the general construction contract that the debtor(s)                  shall                  remit to the bank, in accordance with the project that has been                  submitted                  to it.                                                                                                                                                                                                                                           |

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| Other                  contractual bases:                    | For                  the rest, this contract is governed by the documents attached that                  form an                  integral part thereof and are to be returned to the bank duly dated                  and                  signed: |
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|                                                         | -                  duplicate of this contract;                                                                                                                                                                                                      |
|                                                         | -                  general conditions;                                                                                                                                                                                                              |
|                                                         | -                  special conditions applicable to the business                  guaranteed                                                                                                                                                        |
|                                                         | by                  the building;                                                                                                                                                                                                                   |
|                                                         | -                  fiduciary assignment of the property for security                                                                                                                                                                                |
|                                                         | purposes;                                                                                                                                                                                                                                           |
|                                                         | -                  construction credit opening document;                                                                                                                                                                                            |
|                                                         | -                  assignment of rents.                                                                                                                                                                                                             |
| Other                  documents to be remitted to the bank: | -                  copy of the final financial plan                                                                                                                                                                                                 |
|                                                         | -                  copy of the signed overall construction contract, with its                  attachments                                                                                                                                          |
|                                                         | -                  copy of the fire insurance                                                                                                                                                                                                       |
| Other                  provisions:                           | **This                  financing shall only be used after the valid putting in place of                  the                  securities required and compliance with all of the above                  points**.                                  |
|                                                         | During                  the release of the credit, the bank shall withdraw expenses for                  the                  administrative formalities that arise out of it.                                                                      |
| Acceptance                  date:                            | To                  go into effect, this contract must be returned to the bank signed                  by                  12/22/2006.                                                                                                              |

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| /signed/                       | /signed/                       | /signed/                                                          |
|--------------------------------|--------------------------------|-------------------------------------------------------------------|
| Luca                  Zuchetti | Didier                  Dupont | SES                  Société d’Energie Solaire SA |
| Manager                        | Manager                        | Plan-les-Ouates,                  12/20/06                        |

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