Filed by Automated Filing Services Inc. (604) 609-0244 - Solar Enertech Corp. - Exhibit 10.1






AGENCY AGREEMENT 

THIS AGREEMENT effective as of the 10th day of April,
2006 although executed thereafter.

BETWEEN: 

SOLAR ENERTECH CORP., a company having an office
at 1600 Adams Drive, Menlo Park, California, USA, 94025 (the “Company”) 

AND: 

INFOTECH (SHANGHAI) NEW ENTERTECH LTD., a company having
an office at 360 South Pudong Road, 20th Floor, Shanghai, China (the
“Agent”) 

	A. 	
      The Company wished to immediately engage in business in
      China beginning in April of 2006;

	 	 
	B. 	
      The Company, because of delays which would have been
      associated with incorporating a subsidiary, new corporation or business
      entity in China and obtaining a business license therein, decided to use
      the Agent, a company which had been incorporated in China, as its Agent to
      do business in China;

	 	 
	C. 	
      In contemplation of this, the Company has advanced funds
      to the Agent and the Agent has held, or holds, or has expended the funds
      on the Company’s behalf, in furtherance of the Company’s business purpose
      of building a solar technology related business in China;

	 	 
	D. 	
      The Company has been advised by legal counsel that the
      agency relationship between the Agent and the Company should be in
      writing.



THE PARTIES HAVE ENTERED INTO THIS AGREEMENT AND THIS
AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements hereinafter contained, the parties agree as follows: 

ARTICLE 1 
APPOINTMENT AND AUTHORITY OF AGENT


1.01      APPOINTMENT OF AGENT 

The Company hereby appoints InfoTech (Shanghai) New
EnerTech, Ltd. as its Agent to perform certain services, including securing
factory space, employees, inventory, equipment and other goods or services, for
the benefit of the Company and the Agent hereby accepts such appointment and
authority on the terms and conditions herein set forth. 

1.02      AUTHORITY OF AGENT


The Agent shall have no right or authority, express or implied,
to commit or otherwise obligate the Company in any material manner whatsoever
except to the extent specifically provided herein or specifically authorized by
the Company. 




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1.03      AGENT’S WARRANTIES


The Agent represents and warrants that it will act only as
directed by the Board of Directors of the Company or the Company’s President,
Leo Young (the “President”) and that any services will be performed in a
competent and efficient manner. 

ARTICLE 2 
AGENT’S AGREEMENTS 

2.01      The
Agent will undertake all activities which will further and enhance the business
and affairs of the Company as it is directed by the Board of Directors of the
Company or the President. For purposes of this Agreement, “Company” means the
Company and all of its subsidiaries and affiliates. The Agent acknowledges that
the Company initially has limited personnel and resources, and that the Agent
will be requested to undertake activities which will be outside the general
nature of work ordinarily performed by the Agent of a corporation operating in a
foreign country. 

The Agent, at the expense of and on behalf of the Company,
shall: 

	 	(a) 	
      make and implement or cause to be implemented all lawful
      decisions of the Board of Directors of the Company (the “Board”) in
      accordance with and as limited by this Agreement; and

	 	 	 
	 	(b) 	
      at all times be subject to the direction of the Board and
      shall keep the Board informed as to all material matters concerning the
      Agent’s activities.



2.02      AGENT’S
COMPENSATION 

The Agent acknowledges that, while it will be compensated for
any and all expenses incurred on behalf of the Company and that the Company will
pay all debts it incurs to the Agent and will advance such funds as the Agent
may require in acting as the Company’s Agent in developing the Company’s solar
business in China, the Agent WILL NOT be compensated in any way for acting as
the Agent of the Company. 

The Agent further acknowledges that its appointment as Agent is
effected for the purpose of expediency and to allow the Company to immediately
do business in China rather than wait to incorporate and obtain a business
license and / or registration for another company.

2.03      ACTIVITIES


In carrying out its obligations under this Agreement, the Agent
shall provide to the Company, when the Company requires it, any and all
financial and other records necessary for the Company to complete audits of its
financial affairs or for the Company to assess the progress of its business in
China or the status thereof. 




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2.03      AUTHORITY OF AGENT


The Company hereby authorizes the Agent, subject to the other
provisions of this Agreement, to do all acts and things as the Agent may in its
discretion deem necessary or desirable to enable the Agent to carry out its
duties hereunder, and hereby grants the Agent the inherent authority to
undertake all such activities as a business Agent would reasonably have. 

2.04      LIMITATION OF
AGENT’S OBLIGATIONS 

Notwithstanding anything in this Agreement, the Agent shall not
be required to expend its own money or to incur any liabilities, obligations,
costs, dues or debts and all money required by the Agent to carry out his duties
under this Agreement shall be provided by the Company to the Agent forthwith
upon the Agent’s request. 

ARTICLE 3 
COMPANY’S AGREEMENTS 

3.01      REIMBURSEMENT OF EXPENSES


The Company shall be obligated to pay or reimburse the Agent
for the normal and usual expenses of managing the Company’s affairs as provided
herein, including, without any limitation, any other expenses as set out herein.
In the event of a dispute between the Agent and the Company regarding the amount
set out in any statement of expenses the Company will nevertheless be obligated
to pay the amount set out herein to the Agent.

3.03      ACCESS TO COMPANY
INFORMATION 

The Company shall make available to the Agent such information
and data and shall permit the Agent and its agents to have access to such
documents or premises as are reasonably necessary to enable it to perform the
services provided for under this Agreement. 

3.04      INDEMNITY BY COMPANY


The Company agrees to indemnify, defend and hold harmless the
Agent, from and against any and all claims, demands, losses, actions, lawsuits
and other proceedings, judgements and awards, and costs and expenses (including
reasonable legal fees), arising directly, in whole or in part, out of any matter
related to any action taken by the Agent within the scope of its duties or
authority hereunder, excluding only such of the foregoing as arise from the
fraudulent, negligent, or wilful act or omission of the Agent, and the
provisions hereof shall survive termination of this Agreement.




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ARTICLE 4 
DURATION, TERMINATION AND DEFAULT


4.01      EFFECTIVE DATE 

This Agreement shall become effective as of April 10, 2006
although later executed and shall remain in force, subject to the earlier
termination as provided herein, for a period of two years. Thereafter this
Agreement will continue on a monthly basis until terminated. This Agreement
replaces and supersedes any oral agreement regarding the Agent’s appointment.


4.02      TERMINATION 

This Agreement may be terminated by the Company at anytime.


4.03      DUTIES UPON
TERMINATION 

Upon termination of this Agreement for any reason, the Agent
shall promptly deliver the following in accordance with the directions of the
Company: 

	 	(a) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of
  termination;




	 	(b) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to all books of account, financial
      records, correspondence and contracts provided that the Agent shall be
      entitled thereafter to inspect, examine and copy all of the documents
      which it delivers in accordance with this provision at all reasonable
      times upon three days notice to the Company.



Upon termination, the Company will pay to the Agent any amounts
outstanding to the Agent and the Agent will return any funds advanced by the
Company to it for future expenses. 

ARTICLE 5 
MISCELLANEOUS 

5.01      WAIVER; CONSENTS


No consent, approval or waiver, express or implied, by either
party to or of any breach or default by the other party in the performance by
the other party of its obligations hereunder shall be deemed or construed to be
a consent or waiver to or of any other breach or default in the performance by
such other party of the same or any other obligations of such other party or to
declare the other party in default, irrespective of how long such failure
continues, shall not constitute a general waiver by such party of its rights
under this Agreement, and the granting of any consent or approval in any one
instance by or on behalf of the Company shall not be construed to waiver or
limit the need for such consent in any other or subsequent instance. 




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5.02      GOVERNING LAW


This Agreement shall be governed by the laws of the State of
Nevada and any dispute under the terms of this Agreement shall enure to the
courts thereof. 

5.03      NO ASSIGNMENT
PERMITTED 

All of the rights, benefits, duties, liabilities and
obligations of the parties hereto shall enure to the benefit of and be binding
upon the respective successors of the parties provided that in no circumstances
is this Agreement assignable by either party save and except where approved in
writing by both parties. 

5.04      MODIFICATION OF AGREEMENT


This Agreement constitutes the entire agreement between the
Agent and the Company and to be effective any modification of this Agreement
must be in writing and signed by the party to be charged thereby. 

5.05      COUNTERPARTS 

This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. A faxed signature shall be accepted as an original.


5.06      RELATIONSHIP OF THE
PARTIES 

The Company and the Agent acknowledge that the Agent is a
wholly owned subisidiary of a Hong Kong company which the President of the
Company, Leo Young, wholly owns. This relationship will be disclosed to the
Board of Directors in the any resolution of the Board of Directors of the
Company approving this Agreement. 

5.06      INDEPENDENT LEGAL ADVICE


The Agent hereby acknowledges that it has acted for itself in
the preparation and negotiation of this Agreement and acknowledges that it has
been advised to seek independent legal counsel and review of this Agreement
prior to its execution. CD Farber Law Corporation has acted for the Company only
in the preparation of this Agreement. 




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IN WITNESS WHEREOF the parties have executed this
Agreement effective April 10, 2006 although executed thereafter on July 18, 2006


SOLAR ENERTECH CORP. 
by its authorized signatory:


“Fang Xie” 

  ________________________________________



“Leo Shi Young” 

  ________________________________________

  InfoTech (Shanghai) New EnerTech, Ltd.