**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 **maximum
      amount of 3,000,000 CHF** (three
      million Swiss Francs).








**4.**  **Purpose
      of Financing**




Liquidity
      financing.





**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 to one year.


·
            Granting
                of financial instruments approved by UBS for a period of up to one
                year.




**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 4.75% 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 inaccordance
                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:





·
            **UBS
                Accounts**  Immediately.




·
            **Fixed
                Rate Advances by UBS**  At the agreed 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
                Borrower or any other company of the group are in breach of any obligation
                set forth in this Agreement.









3)
            The
                security provided may risk lose or has already lost, at appreciation
                of
                UBS, a large part of its value.





4)
            The
                conditions in relation to the ownership of or the control over the
                Borrower materially change pursuant to the determination made by
                UBS.





5)
            The
                Borrower or any company of the group modifies its legal or economical
                structure, for example as a result of a liquidation, sale of an important
                part of the assets, amendment to the corporate purpose or activities
                of
                the company, merger or business combination, insofar as such modification
                influence, pursuant to the appreciation of UBS, in an important manner
                its
                financial profitability.





6)
            A
                debt enforcement proceeding is initiated against the Borrower or
                a company
                of the group, including but not limited to a petition for bankruptcy
                or
                bankruptcy protection and/or petition for a judicial/extra-judicial
                bankruptcy agreement.





7)
            The
                Borrower or a company of the group breach any of its obligations
                under the
                present 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





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**  **Order
      of Liquidation 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 and the exclusive jurisdiction for any dispute arising out of
      this
      Agreement shall be Geneva. UBS shall, however, have the right to act at the
      registered office of the Borrower.





This
      Agreement was made in two original copes and replace the one made on September
      4, 2007.


Ref.
              PFDE-CLN
            **UBS
              SA**Geneva,
              January
              31, 2008
            
            /s/
              Pierre-Claude Favarger
            Tamas Laszio NyikusVice-Director
            Holder of
              Procuration


**The
              Borrower**
            **SES
              Société d’Energie Solaire SA**Plan-les-Ouates, February 1, 2008
            
            /s/
              S. CrisafulliPlace/date
            Signatures