Exhibit
10.28

      


      CHINA
RECYCLING ENERGY CORPORATION

       

      DIRECTOR
AGREEMENT

       

      This
Director Agreement (the “Agreement”) is made and
entered into as of _______ __, 20__, by and between China Recycling Energy
Corporation, a Nevada corporation (the “Company”), and
_______________, an individual (“Director”).

       

      
        	
                I.

              	
                SERVICES

              


      

       

      1.1           Board of
Directors.  Upon execution of this Agreement, the Corporation
will appoint Director to the Company’s Board of Directors (the “Board”), effective
immediately.  Director agrees to perform such tasks as may be
necessary to fulfill Director’s obligations as a member of the Board and serve
as a director so long as he is duly appointed or elected and qualified in
accordance with the applicable provisions of the Articles of Incorporation,
Bylaws and any applicable stockholders’ agreement of the Company or any
subsidiary of the Company and until such time as he resigns, fails to stand for
election, fails to be elected by the stockholders of the Company or is removed
from his position.  Director may at any time and for any reason resign
or be removed from such position (subject to any other contractual obligation or
other obligation imposed by operation of law), in which event the Company shall
have no obligation under this Agreement with respect to the
Director.

       

      1.2           Director
Services.  Director’s services to the Company hereunder shall
include service on the Board to manage the business of the Company in accordance
with applicable law and stock exchange rules as well as the Articles of
Incorporation and Bylaws, serving on committees of the Board as appointed and
such other services mutually agreed to by Director and the Company (the “Director
Services”).

       

      1.3           Member of Audit
Committee/Compensation Committee/Corporate Governance and Nominating
Committee.  The Company intends that Director will serve as a
member of the Audit Committee/Compensation Committee/Corporate Governance and
Nominating Committee of the Board.  The Company and the Director
acknowledge that all official appointments to committees of the Board are made
by the Board.

       

      1.4           Term.  This
Agreement shall terminate upon the “Expiration Date,” which shall
be the earlier of the date on which Director ceases to be a member of the Board
for any reason, including death, resignation, removal, or failure to be elected
by the stockholders of the Company, or the date of termination of this Agreement
in accordance with Section 5.2 hereof.

       

      
        	
                II.

              	
                COMPENSATION

              


      

       

      2.1           Expense
Reimbursement.  The Company shall reimburse Director for all
reasonable travel and other out-of-pocket expenses incurred in connection with
the Director Services rendered by Director.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.2           Fees to
Director.  The Company agrees to pay Director a fee of
US$_______ per month for Director Services, service as a member of Audit
Committee/Compensation Committee/Corporate Governance and Nominating
Committee.

       

      2.3           Stock Options. The
Company agrees to grant Director an option to purchase _______ shares of the
Company’s Common Stock, par value $0.001, at an exercise price equal to the
closing price per share of the Company's Common Stock on the date of
grant.  The options shall vest on the six month anniversary of the
date of grant. Vested stock options shall expire on the fifth anniversary of
the date of grant.

       

      2.4           Director and Officer
Liability Insurance.  The Company will purchase a customary
director and officer liability insurance policy before Director joins the Board
and such policy shall cover Director to the same extent as other directors and
officers covered under the policy.

       

      
        	
                III.

              	
                CONFIDENTIALITY
      AND NONDISCLOSURE

              


      

       

      3.1           Confidentiality.  During
the term of this Agreement, and for a period of one (1) year after the
Expiration Date, Director shall maintain in strict confidence all information he
has obtained or shall obtain from the Company, which the Company has designated
as “confidential” or which is by its nature confidential, relating to the
Company’s business, operations, properties, assets, services, condition
(financial or otherwise), liabilities, employee relations, customers (including
customer usage statistics), suppliers, prospects, technology, or trade secrets,
except to the extent such information (i) is in the public domain through no act
or omission of the Company, (ii) is required to be disclosed by law or a valid
order by a court or other governmental body, or (iii) is independently learned
by Director outside of this relationship (the “Confidential
Information”).

       

      3.2           Nondisclosure and Nonuse
Obligations.  Director will use the Confidential Information
solely to perform his obligations for the benefit of the Company
hereunder.  Director will treat all Confidential Information of the
Company with the same degree of care as Director treats his own Confidential
Information, and Director will use his best efforts to protect the Confidential
Information.  Director will not use the Confidential Information for
his own benefit or the benefit of any other person or entity, except as may be
specifically permitted in this Agreement.  Director will immediately
give notice to the Company of any unauthorized use or disclosure by or through
him, or of which he becomes aware, of the Confidential
Information.  Director agrees to assist the Company in remedying any
such unauthorized use or disclosure of the Confidential
Information.

       

      3.3           Return of Company
Property.  All materials furnished to Director by the Company,
whether delivered to Director by the Company or made by Director in the
performance of Director Services under this Agreement (the “Company Property”), are the
sole and exclusive property of the Company.  Director agrees to
promptly deliver the original and any copies of the Company Property to the
Company at any time upon the Company’s request.  Upon termination of
this Agreement by either party for any reason, Director agrees to promptly
deliver to the Company or destroy, at the Company’s option, the original and any
copies of the Company Property.  Director agrees to certify in writing
that Director has so returned or destroyed all such Company
Property.


      
        
           


        

        
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                IV.

              	
                COVENANTS
      OF DIRECTOR

              


      

       

      4.1           No Conflict of
Interest.  During the term of this Agreement, and for a period
of one (1) year after the Expiration Date, Director shall not be employed by,
own, manage, control or participate in the ownership, management, operation or
control of any person, firm, partnership, corporation or unincorporated
association or entity of any kind that is competitive with the Company or
otherwise undertake any obligation inconsistent with the terms hereof, provided
that Director may continue Director’s current affiliation or other current
relationships with the entity or entities described on Exhibit A (all of
which entities are referred to collectively as “Current
Affiliations”).  This Agreement is subject to the current terms
and agreements governing Director’s relationship with Current Affiliations, and
nothing in this Agreement is intended to be or will be construed to inhibit or
limit any of Director’s obligations to Current Affiliations.  Director
represents that nothing in this Agreement conflicts with Director’s obligations
to Current Affiliations.  A business shall be deemed to be
“competitive with the Company” for purpose of this Article IV only if and to the
extent it engages in the business substantially similar to the Company’s
recycling energy solution business.

       

      4.2           Noninterference with
Business.  During the term of this Agreement, and for a period
of one (1) year after the Expiration Date, Director agrees not to interfere with
the business of the Company in any manner.  By way of example and not
of limitation, Director agrees not to solicit or induce any employee,
independent contractor, customer or supplier of the Company to terminate or
breach his, her or its employment, contractual or other relationship with the
Company.

       

      
        	
                V.

              	
                TERM
      AND TERMINATION

              


      

       

      5.1           Term.  This
Agreement is effective as of the date first written above and will continue
until the Expiration Date.

       

      5.2           Termination.  Either
party may terminate this Agreement at any time upon thirty (30) days prior
written notice to the other party, or such shorter period as the parties may
agree upon.

       

      5.3           Survival.  The
rights and obligations contained in Articles III and IV will survive any
termination or expiration of this Agreement.

       

      
        	
                VI.

              	
                MISCELLANEOUS

              


      

       

      6.1           Assignment.  Except
as expressly permitted by this Agreement, neither party shall assign, delegate,
or otherwise transfer any of its rights or obligations under this Agreement
without the prior written consent of the other party.  Subject to the
foregoing, this Agreement will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
assigns.


      
        
           


        

        
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      6.2           No
Waiver.  The failure of any party to insist upon the strict
observance and performance of the terms of this Agreement shall not be deemed a
waiver of other obligations hereunder, nor shall it be considered a future or
continuing waiver of the same terms.

       

      6.3           Notices.  Any
notice required or permitted by this Agreement shall be in writing and shall be
delivered as follows with notice deemed given as indicated:  (i) by
personal delivery when delivered personally; (ii) by overnight courier upon
written verification of receipt; (iii) by facsimile transmission upon
acknowledgment of receipt of electronic transmission; or (iv) by certified or
registered mail, return receipt requested, upon verification of
receipt.  Notice shall be sent to the addresses set forth on the
signature page of this Agreement or such other address as either party may
specify in writing.

       

      6.4           Governing
Law.  This Agreement shall be governed in all respects by the
laws of the State of Nevada.

       

      6.5           Severability.  Should
any provisions of this Agreement be held by a court of law to be illegal,
invalid or unenforceable, the legality, validity and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired
thereby.

       

      6.6           Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties relating to this subject matter and supersedes all prior or
contemporaneous oral or written agreements concerning such subject
matter.  The terms of this Agreement will govern all Director Services
undertaken by Director for the Company.

       

      6.7           Amendments.  This
Agreement may only be amended, modified or changed by an agreement signed by the
Company and Director.  The terms contained herein may not be altered,
supplemented or interpreted by any course of dealing or practices.

       

      6.8           Counterparts.  This
Agreement may be executed in two counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

       

      
        
          
            
              
                
                  
                    	
                            Company:

                          	
                            CHINA
      RECYCLING ENERGY CORPORATION

                          
	
                            Address:

                          	 
      
	
                            Suite
      909, Tower B, Chang An

                            International
      Building,

                            No. 88
      Nan Guan Zheng Jie,

                          	
                            By: 

                          	
                              

                          
	
                            Xi
      An City, Shan Xi Province,

                            China,
      710068

                          	
                            Name:
      Guohua KU

                            Title:
      Chief Executive Officer

                          
	 
      	 
      
	
                            Independent
      Director:

                          	 
      
	
                            Address:

                          	 
      
	 
      	 
      
	 
      	By: 	
                             

                          
	 
      	
                            [Independent
      Director]

                          


                  

                

              

            

          

        

      


      
        
           


        

        
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      EXHIBIT
A

       

      Director’s
Current Affiliations


      
        
           


        

        
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