AMENDMENT TO CONSULTING AGREEMENT

EXHIBIT 10(vii)

AMENDMENT TO CONSULTING AGREEMENT

Recitals

A.        Solar Energy Limited, a Delaware corporation (“Company”) and Bay Cove Capital Corporation, a British Columbia corporation (“Consultant”) are parties to that certain Consulting Agreement dated effective as of December 1, 2005, in connection with Consultant’s rendition of consulting services to the Company (“Agreement”).

B.        Pursuant to Section 1 and Section 2 of the Agreement, the Company engaged Consultant to provide consulting services for a period of sixty (60) months from the effective date of the Agreement.

C.        Pursuant to Section 17 (B) of the Agreement, the parties may agree to a binding amendment to the terms and conditions of the Agreement if both the Company and the Consultant execute an amendment to the Agreement.

D.        In order to