Filed by Automated Filing Services Inc. (604) 609-0244 - Solar Enertech Corp. - Exhibit 10.7






Form of Lock-Up Agreement 

Lock-Up Agreement 

March 7, 2007 

Solar Enertech Corp.
1600 Adams Drive 
Menlo Park,
California 94025 

Re: Lock-Up Agreement

Ladies and Gentlemen: 

     This letter agreement (this “Agreement”)
  relates to the private placement (the “Offering”) by Solar
  Enertech Corp., a Nevada corporation (the “Company”), of an
  aggregate of up to $13,300,000 principal amount of notes (“Notes”)
  and warrants (“Warrants”) to purchase shares of common stock
  of the Company. The Offering is governed by a Securities Purchase Agreement
  between the Company and the investors signatory thereto (“Investors”).

     In order to induce the Investors
to participate in the Offering, the undersigned hereby agrees that during the
period from the date hereof until and through the date that is one year after
the date on which the Securities and Exchange Commission declares the
registration statement covering the shares of common stock underlying the Notes
and Warrants sold in the Offering effective (the “Lock-Up Period”), the
undersigned: (a) will not, directly or indirectly, offer, sell, agree to offer
or sell, solicit offers to purchase, grant any call option or purchase any put
option with respect to, pledge, borrow or otherwise dispose of any Relevant
Security (as defined below), and (b) will not establish or increase any “put
equivalent position” or liquidate or decrease any “call equivalent position”
with respect to any Relevant Security (in each case within the meaning of
Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder), or otherwise enter into any swap,
derivative or other transaction or arrangement that transfers to another, in
whole or in part, any economic consequence of ownership of a Relevant Security,
whether or not such transaction is to be settled by delivery of Relevant
Securities, other securities, cash or other consideration. Notwithstanding the
foregoing, during the Lock-Up Period the undersigned may sell up to 100,000
shares of Common Stock during each ninety (90) day period commencing on the date
that is one hundred eighty (180) days after the date on which the Securities and
Exchange Commission declares the registration statement covering the shares of
common stock underlying the Notes and Warrants sold in the Offering effective.


     As used herein, the term
“Relevant Security” means any shares of Common Stock or other security of
the Company thereof that is convertible into, or exercisable or exchangeable for
shares of Common Stock or equity securities of the Company or that holds the
right to acquire any shares of Common Stock or equity securities of the Company
or any other such Relevant Security.

     The undersigned hereby authorizes
the Company during the Lock-Up Period to cause any transfer agent for the
Relevant Securities to decline to transfer, and to note stop transfer
restrictions on the stock register and other records relating to, Relevant
Securities for which the undersigned is the record holder and, in the case of
Relevant Securities for which the undersigned is the beneficial but not the
record holder, agrees during the Lock-Up Period to cause the record 




holder to cause the relevant transfer agent to decline to
transfer, and to note stop transfer restrictions on the stock register and other
records relating to, such Relevant Securities.

     The undersigned hereby represents
and warrants to the Placement Agent and the Company that the undersigned has
full power and authority to enter into this Agreement and that this Agreement
constitutes the legal, valid and binding obligation of the undersigned,
enforceable in accordance with its terms. Upon request, the undersigned will
execute any additional documents necessary in connection with enforcement
hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date first above written.

     This Agreement shall be governed
by and construed in accordance with the laws of the State of New York, without
regard to the conflicts of laws principles thereof. Delivery of a signed copy of
this letter by facsimile transmission shall be effective as delivery of the
original hereof.

Very truly yours, 

_____________________________