Attached files

file filename
8-K - CURRENT REPORT DATED 5-20-11 - SUNERGY INCg5161.txt
EX-10.3 - FORM OF SUBSCRIPTION AGREEMENT - SUNERGY INCex10-3.txt
EX-10.2 - FORM OF SHORT TERM LOAN AGREEMENT - SUNERGY INCex10-2.txt

                                                                    Exhibit 10.1


                         [LETTERHEAD OF SUNERGY, INC.]


                          Commercial Finance Agreement

January __,2011

Between: Allied Mining and Supply, LLC, Borrower
         14362 N Frank Lloyd Wright Blvd Suite 1000
         Scottsdale, AZ 85260

And:     Sunergy, Inc, Guarantor
         14362 N Frank Lloyd Wright Blvd Suite 1000
         Scottsdale, AZ 85260

And      ___________________________________ Lender
         ___________________________________
         ___________________________________

Allied Mining and Supply, LLC, a Sunergy wholly owned subsidiary,  is purchasing
a commercial  dredge custom built for recovering  gold,  diamonds and rare earth
elements  (REE's)  on  its  Pampana  River  Concession  in  Sierra  Leone,  West
Africa.(Identified   in  attachment  below)  Allied  is  desirous  of  obtaining
financing  for the  dredge  purchase  of  $50,000  which  includes  freight  and
insurance to Sierra Leone.

Allied is offering the following  terms for financing:  Upon receipt of $50,000,
Allied will repay $62,500 in 4 equal  installments of $15,625  commencing on the
120th  day(4th  month) from receipt of funds,  with the account to be settled in
full on or before the 210th day(7th month).

As an  inducement to lender to enter into this  agreement,  Sunergy,  Inc.,  the
parent company of Allied , will issue  5,000,000  restricted  common shares with
5,000,000 share purchase  warrants priced at $0.005 valid for 1 year immediately
upon receipt of the $50,000. In addition, as additional security,  should lender
not  receive  his  payment in full on or before the due date,  Sunergy,  Inc, as
guarantor,  will be responsible for a $500/ day default penalty and remain fully
responsible  for  any  and all  outstanding  debt  owed  to  lender  under  this
agreement.

Lender hereby authorizes Allied Mining and Supply,  LLC to transport and operate
the dredge in Sierra Leone,  West Africa.  Lender is hereby  granted a first and
only security charge against the dredge.

Jurisdiction  for any disputes  pertaining to this  agreement is in the State of
Nevada and shall be resolved by Arbitration.



This is the entire agreement between the parties.

Agreed and accepted on the date above referenced by: -------------------------------------------------------------------- Allied Mining and Supply, LLC, Borrower Dale Bourassa, President 707.758.5859 dale@alliedminingandsupply.com -------------------------------------------------------------------- Sunergy, Inc, Guarantor Bryan Miller, President 707.738.4280 bryan@alliedminingandsupply.com -------------------------------------------------------------------- Lender Attached as a part of this agreement: Purchase agreement for Dredg