Unassociated Document


    
      

    

     

    Jiangsu Shunda Semiconductor Development Co., Ltd.

    Solar
Enertech Corp.

    Joint
Venture Agreement

     

      
        

      

    

    


    Party A: Jiangsu Shunda Semiconductor
Development Co., Ltd.

     

    Party
B: Solar Enertech Corp.

    


    Since the
end of 2008 the world PV industry has gone through great changes
and  developments, and the U.S. market has shown tremendous potential
by the policies of the Obama administration. Based on this marketplace situation
and on the Strategic Alliance
Framework Agreement signed by both Parties on Feb 26, 2009, after further
discussion and negotiation, an agreement has been reached by both Parties to
establish a Joint Venture company in the United States to break into and develop
the U.S. market.

    


    
      	
              1)  

            	
              Based
      on its strategic needs, both Parties have decided to establish a Joint
      Venture Company in the United States in the 2nd
      quarter of 2009. The company is to be called Shunda-SolarE Technologies,
      Inc. and the internet
      domain name is www.Shunda-SolarE.com.

            


    

    


    
      	
              2)  

            	
              The
      Joint Venture Company’s goal is to open the U.S. market by utilizing Party
      A’s leadership and strength in the PV industry and Party’s resources in
      the US capital market as well as the leadership at the technology front.
      The JV company is to grasp significant market share in the US and for the
      largest possible investment return, aims to get IPO in three
      years.

            


    

    


    
      	
              3)  

            	
              Party
      A will own 55% of the JV Company, Party B will own 35%, and the management
      team will own 10%.

            


    

    


    
      	
              4)  

            	
              Mr.
      Ni, President of Jiangsu Shunda will be the JV’s Chairman of the Board,
      Mr. Leo Young, CEO of the Solar Enertech Corp., will be the Board’s Vice
      Chair. The board will be consisted of five seats: three seats from Party
      A, and two sears from Party B. A CEO will be appointed by the Board. The
      JV company’s by-law will be approved by the first board
      meeting.

            


    

    


    
      	
              5)  

            	
              Party
      A will be responsible for the JV Company’s Chinese domestic preparing work
      . Party A will actively cooperate with Party B to facilitate all necessary
      provincial and central governments’ procedures of establishing an oversea
      company, and to ensure all the procedures legitimate, communicate actively
      and effectively with government organs ,and make arrangements for the US
      salesteam to come to Yangzhou for their training,
  etc.

            


    

    


    
      	
              6)  

            	
              Party
      B will be responsible for the work of preparing phase of the JV company in
      the US, including but not limited to all procedures of the company’s legal
      registration, searching for appropriate office and warehouse location,
      obtaining federal tax ID number, openning local operating bank account,
      assembling management team and recruiting sales team, organizing a
      socially influential advisory committee, and carrying out promotional and
      PR work for the JV company.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              7)  

            	
              Party
      B will advance the expenditures generated by the JV company. The
      expenditures include but not limited to office and warehouse rentals,
      office renovation and decoration, fees of registrations, legal fees,
      salary or wages, office equipment, design of website and company brochure,
      printing , and all types of taxes,
etc.

            


    

    


    
      	
              8)  

            	
              Both
      parties agree, within a reasonable time to determine the method, amount
      and date of capital injection into the JV company their respective
      investment into the JV’s operating
account.

            


    

    


    
      	
              9)  

            	
              The
      JV company’s establishment, preparation and operation will be carried out
      simultaneously with the execution of legal documents and with China’s
      domestic procedures of setting up an offshore company. It is decided that
      the 1st
      board meeting will be held in Sept 2009 at the company US
      office.

            


    

    


    
      	
              10)  

            	
              Due
      to the imminent marketplace demand, Party B has already generated sales
      for a Hawaii PPA(Power Purchasing Agreement) project. In order to ensure
      this US market break-in project successful, Party A hereby guarantees
      sufficient inventory, timely cargo shippment, and smooth clearance of US
      customs at San Francisco port.

            


    

    


    
      	
              11)  

            	
              Party
      B will be responsible for the Shunda-SolarE trademark registration in the
      US, upon completion of the 1st
      sale to ensure an effective and timely brand-name recognition . At the
      same time, both parties agree to co-license their respective trade
      certification, such as IEC, TUV, UL, etc, to the JV
    company.

            


    

    


    
      	
              12)  

            	
              Both
      parties are not liable of any and all dispute of legal entanglement
      including but not limited to accounting, labor and contractal disputes
      ,etc.

            


    

    


    
      	
              13)  

            	
              Both
      parties agree to attain dividends according to their ownership percentage
      should the JV Company generates profit; or if mutually agreeable, to
      reinvestt the profit into the
business.

            


    

    


    
      	
              14)  

            	
              Due
      to the severe competition in the marketplace, both parties agree to sign a
      NDA as a inseparable part of this agreement, to ensure the JV’s trade
      secret excluding those materials to be disclosed required by
      law.

            


    

    


    
      	
              15)  

            	
              The
      agreement ,in both Chinese and English , both legally effective, has four
      legally effective identical counterparts. Each party holds two
      copies.

            


    

    


    
      	
              16)  

            	
              This
      agreement remains valid for 18 months; it is subjected to the jurisdiction
      of P.R. China.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        

      

    

     

    This page
is the signature page

    


    


    Party: Jiangsu Shunda
Semiconductor Development Co., Ltd.

     

    Signature:
____________________________

                                 
( 倪运达
)

    


    Date:
________________________________

    


     

    
 

    


    PartyB:  Solar
EnerTech Corp.

     

    Signature:
___________________________

                             
(Leo Shi
Young )

    


    Date:
________________________________