EXHIBIT 10.1 Form of Prommissory Note A

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, ABSENT
REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER SUCH
ACT AND ALL APPLICABLE STATE SECURITIES LAWS.


PROMMISSORY NOTE A



$ 1,155,000							July ___, 2013
("Closing Date")
								Old Bethpage, New York


	FOR VALUE RECEIVED, the undersigned, PW Tulare Solar, LLC, a
California limited liability company (hereinafter referred to as
"Borrower") promises to pay to the order of

Hudson Bay Partners, LP, a New York limited partnership (the
"Lender"),

at its principal office for the transaction of business at 301 Winding
Road, Old Bethpage, NY 11804 or at such other place as the holder of
this Note may from time to time designate in writing, in lawful money
of the United States of America and in the manner hereinafter
provided, the principal sum of One Million One Hundred Fifty-Five
Thousand Dollars ($1,155,000) (the "Principal Sum") with interest
thereon or such part thereof as shall remain unpaid hereunder at the
rate hereinafter set forth, in lawful money of the United States of
America, together with all sums which now or hereafter become due and
owing hereunder or under that certain Deed of Trust with Assignment of
Rents dated as of the date hereof by Borrower in favor of Lender (the
"Mortgage").  This Note is secured by the Mortgage, filed with
___________________ on or about the date hereof, on certain property
owned by the Borrower and located in Tulare County, California (the
"Property").

	Payments under this Note shall be made as follows:

       (a)	Interest shall accrue on all or such part of the Principal
Sum as shall be outstanding from time to time, at the rate of (i) 5.0%
per annum from Closing through and including the six (6) month
anniversary of the Closing Date, and (ii) 8.5% per annum from, but not
including, the six (6) month anniversary of the Closing Date through
the eighteenth (18) month anniversary of the Closing Date ("Maturity
Date").

       (b)	Interest shall be paid semi-annually and on an interest
only basis during the term of this loan.

	(c)	The entire Principal Sum, together with unpaid interest
thereon and all other sums due hereunder or under the Mortgage, shall,
if not sooner paid by the Borrower, be due and payable on the Maturity
Date.

	This Note is prepayable in whole, or in principal increments of
$5,000, by the Borrower without penalty at any time, provided, that on
any such prepayment date, the Borrower pays all interest that has
accrued on the principal amount being prepaid on such date.

	Interest shall be calculated on the basis of a three hundred
sixty five (365) day year, but interest shall accrue for the actual
number of days elapsed. Notwithstanding any other provision of this
Note, the holder hereof does not intend to charge and the Borrower
shall not be required to pay any interest or other fees or charges in
excess of the maximum permitted by applicable law; any payments in
excess of such maximum shall be refunded to the Borrower or credited
to reduce principal hereunder.

    	If any default shall occur in the payment of any amount or the
performance of any of the obligations, agreements, undertakings,
covenants or conditions contained in this Note or the Mortgage,
continuing beyond, in each case, any applicable grace period that may
be provided herein or therein, as applicable, for the payment of such
amount or the performance of such term, agreement, covenant or
condition (each an "Event of Default"), then, at the option of the
holder of this Note, without further notice or demand to the Borrower,
the entire indebtedness evidenced hereby, with interest accrued
thereon, shall become forthwith due and payable, and no omission on
the part of the holder hereof to exercise such option when entitled to
do so shall be construed as a waiver of such right.

       Upon the occurrence of an Event of Default under this Note or an
Event of Default as defined in the Mortgage, in addition to the
rights, powers and remedies available to Lender, interest on all
outstanding amounts due including principal and interest unpaid shall
accrue and be payable at the Default Rate of eighteen percent (18%)
per annum, but in no event to exceed the maximum default rate
allowable under state or federal law (the "Default Rate") without the
necessity of any action by Lender. Interest accruing at the Default
Rate shall be payable to Lender on demand.  Lender shall not be
required to accelerate the maturity of any money owed or exercise any
other rights or remedies under any document, in order for the Default
Rate to be imposed.

    	The Borrower may not assign any of its obligations hereunder
without the prior written consent of the holder of this Note.  The
payment terms and other obligations, agreements, undertakings,
covenants and conditions contained in this Note shall be binding on
the Borrower and its successors, permitted assigns and legally
appointed representatives (and all endorsers and guarantors of this
Note, and all other persons or entities now, or at any time, liable,
whether primarily, secondarily or otherwise, for payment of the
indebtedness hereby evidenced or for the performance of any of the
other obligations, agreements, undertakings, covenants or conditions
contained herein, for themselves and their heirs, successors, assigns
and legally appointed representatives, respectively).

       The Borrower (on behalf of itself, its successors, permitted
assigns and legally appointed representatives and all endorsers and
guarantors of this Note, and all other persons or entities now, or at
any time, liable, whether primarily, secondarily or otherwise, for
payment of the indebtedness hereby evidenced or for the performance of
any of the other obligations, agreements, undertakings, covenants or
conditions contained herein, for themselves, their heirs, successors,
assigns and legally appointed, representatives, respectively) agrees
to pay all costs of suit and other expenses of collection, including
reasonable fees of attorneys at the trial and all appellate levels, as
they come due, in the event that this Note is placed in the hands of
any attorney for collection or suit is brought thereon.

    	The Borrower (on behalf of itself, its successors, permitted
assigns and legally appointed representatives and all endorsers and
guarantors of this Note, and all other persons or entities now, or at
any time, liable, whether primarily, secondarily or otherwise, for
payment of the indebtedness hereby evidenced or for the performance of
any of the other obligations, agreements, undertakings, covenants or
conditions contained herein, for themselves, their heirs, successors,
assigns and legally appointed representatives, respectively) waives
presentment, protest and demand, notice of protest, demand and
dishonor and non-payment of this Note, and to the extent permitted by
law, waive and release all rights of redemption, valuation,
appraisement, notice of election to mature or to declare due the whole
of the indebtedness evidenced hereby, errors, defects and
imperfections in any proceedings instituted by the holder under the
terms of any document, all benefits that might accrue to the Borrower
by virtue of any present or future laws exempting any collateral given
by the Borrower or any guarantor to secure the performance of the
Borrower's obligations hereunder, or any part of the proceeds arising
from any sale of any such collateral, from attachment, levy, or sale
under execution, or providing for any stay of execution, exemption
from civil process, or extension of time for payment, and the Borrower
(on behalf of itself, its successors, permitted assigns and legally
appointed representatives and all endorsers and guarantors of this
Note, and all other persons or entities now, or at any time, liable,
whether primarily, secondarily or otherwise, for payment of the
indebtedness hereby evidenced or for the performance of any of the
other obligations, agreements, undertakings, covenants or conditions
contained herein, for themselves, their heirs, successors, assigns and
legally appointed representatives, respectively), agrees that
liability hereunder or under any other document shall remain
unimpaired, notwithstanding any extension of the time of payment or
other indulgence granted by the holder hereof, or the release of all
or any part of such security or the liability of any party which may
assume the obligation to make payment of the indebtedness evidenced
hereby.  In no event shall the holder, by any act or omission, be
deemed to waive any of its rights or remedies hereunder unless such
waiver shall be in writing and signed by the holder, and then only to
the extent specifically set forth therein; and a waiver of any one
event shall not be construed as continuing or as a bar to or waiver of
such right or remedy in respect of a subsequent event.

    	Wherever notice, demand or a request may be given under this Note
to the Borrower, the same shall always be sufficient if in writing and
hand delivered, deposited in the United States mails by registered or
certified mail or delivered to a recognized private express delivery
service for overnight delivery, addressed to the Borrower at 301
Winding Road, Old Bethpage, NY 11804, or to such other address as may
be provided by Borrower (or its successors, permitted assigns or
legally appointed representatives) to Lender.

Any such notice, demand or request shall be treated as having been
given upon hand delivery to such address or three (3) business days
after deposit in the United States mails or delivery to such delivery
service.  Wherever notice may be given under this Note to the holder,
the same may be given by any one Authorized Representative (as
hereinafter defined) of the Borrower and  the holder will be entitled
to rely on any such notice as fully and effectually as if such notice
has been given by the Borrower.  An "Authorized Representative" of the
Borrower shall mean any individuals hereafter designated by notice to
the holder signed by the Borrower.

    	If any provisions hereof or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the
remainder hereof, or the application of such provision to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and in force to the fullest extent permitted by
law.

	This Note shall be governed by and construed in accordance with
the laws of the State of New York, but not including the choice of law
rules thereof, and shall take effect as a sealed instrument. The
parties hereby submit to the exclusive jurisdiction of the State and
Federal Courts sitting in and for the City and County of New York, New
York in respect of any and all actions arising under this Agreement,
and waive any objections or challenges to personal jurisdiction, venue
or the convenience of forum in any such actions brought in any such
court.





	IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed, as of the day and year first above written.


PW TULARE SOLAR, LLC


____________________________________
By:    Arun Mittal
Title: Manager