TERRITORY DISTRIBUTION CONTRACT

November 17, 2008



Contract No.: CSI-SSI081117



Entered into by and between



Canadian Solar Inc.

675 Cochrane Drive

East Tower 6th Floor

Markham, Ontario L3R 0B8

Canada

(hereinafter referred to as the “PRINCIPAL”)



And



Sunvalley Solar, Inc.

398 Lemon Creek Rd. Suite A

Walnut CA91788, USA

Tel:+ 1-626-991-6898

(hereinafter referred to as the “DISTRIBUTOR”)



PRINCIPAL AND DISTRIBUTOR will be called as
the “Party” individually and “Parties” collectively hereunder.









Recitals



The PRINCIPAL is registered under Federal Business
Act of Canada and manufactures crystalline photovoltaic modules at its wholly-owned manufacturing plants in P.R. China in the brand
name of “Canadian Solar” or “CSI”.



The DISTRIBUTOR is the solar power technology
and system design and integration company active in the photovoltaic market. Among other business activities, the DISTRIBUTOR distributes
solar modules and carries out various solar system integration projects in USA market.



The DISTRIBUTOR desries to act as a preferred
DISTRIBUTOR of PRINCIPAL’s certain Mono/Poly Crystalline PV Modules as described in attached Exhibit I (hereinafter referred
to as “Module” or “Modules” or “Products”) throughout the authorized region (“Territory”)
and promote the sale of Products from the PRINCIPAL in that Territory.

The PRINCIPAL desires to deliver and sell said
Modules to the DISTRIBUTOR and provide sales aids to the DISTRIBUTOR.



NOW, THEREFORE,the Parties agree as
follows:



I.Authorized Territory



The PRINCIPAL grants a preferred distribution
right to the DISTRIBUTOR to distribute the Products within Southern California (from Southern Part of Fresno to Southern Part of
San Diego), States of Nevada and Arizona in the United States of America. Without express written approval from the PRINCIPAL,
the DISTRIBUTOR shall not surpass the Territory to conduct any Products distribution activity.

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II. Type and Quantity of Modules, Prices,
Delivery Time



Types and quantities of the Modules which the
DISTRIBUTOR needs, together with the applicable specification, the prices, and the desired time of delivery which is set forth
in EXHIBIT I to this Territory Distribution Contract (“Contract”). However, each detailed transaction will be arranged
by the PRINCIPAL and DISTRIBUTOR through a specific purchase order after reached agreement by Parties. But the stipulations set
a specific purchase order after reached agreement by Parties. But the stipulations set forth in this Contract apply in case of
any contradiction with the said purchase orders.



All orders from DISTRIBUTOR are subject to
approval and final acceptance by PRINCIPAL. Price lists to DISTRIBUTOR shall be set forth in Exhibit I (as revised from time to
time by PRINCIPAL at its sole discretion) effective from date of shipment. For non-standard Products which are sold to DISTRIBUTOR
for resale, the price shall be quoted to DISTRIBUTOR at time of inquiry, provided that the inquiry is within thirty (30) calendar
days of order entry.



The price for each individual
transaction shall be fixed through negotiations between PRINCIPAL and DISTRIBUTOR, and subject to PRINCIPAL's final confirmation

(PRINCIPAL should inform DISTRIBUTOR
price changing 30 days in advance).



the PRINCIPAL shall provide
some dummy modules or small size modules of same product to the DISTRIBUTOR for marketing purpose. The DISTRIBUTOR should be responsible
for shipping charges of these dummy modules and other marketing materials.



III. Labelling



1. The Product labels and trademarks
of each Module shall state the PRINCIPAL's name "Canadian Solar" or "CSI", each Module's serial number, indicate
the nominal output as well as current and voltage characteristics at standard test conditions (STC) of the type of Module concerned
and bear a clear warning against hazardous behaviour.



2. The DISTRIBUTOR shall not,
without the prior written consent of the PRINCIPAL, alter or make any addition to the labelling or packaging of the Products displaying
the Trade Marks, and shall not alter, deface or remove in any manner any reference to the Trade Marks, any reference to the PRINCIPAL
or any other name attached or affixed to the Products or their packaging or labelling.

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IV. Port of Shipment/Port
of Destination



The port of shipment
shall be Shanghai. P.R. China or any other Chinese ports determined by the PRINCIPAL from time to time.



The port of destination will
be the major USA ports. The DISTRIBUTOR shall timely notify the PRINCIPAL of the port of destination for every single shipment.



V. Packing/ Shipping Mark



1. The packing
shall be in accordance with the international packing standards (no wood package, for example) and suitable for long distance ocean
shipping freight transportation and shall be well'protected
against moisture and shocks as well as disinfected. The well-packed PV-modules
shall be shipped in containers.The relevant service and
operation instructions shall be enclosed.



2. The PRINCIPAL
shall mark on each package with fadeless paint the package number, gross weight. net weight,measurement of the package as well as of each single Module, the serial number and wattage
of each single Module in the package concerned, the name of the Module type, the port of destination and the wordings or imaged
indications representing: "Keep Away from Moisture", "Handle with Care" ... etc.



VI. TITLE AND RISK OF LOSS/INSURANCE



1.Risks of loss or
damage, as well as any additional costs due to events occurring after the time of delivery shall pass to the DISTRIBUTOR on delivery
in accordance with C.I.F. Incoterms 2000: However, title to the Products per specified delivery shall pass to the DISTRIBUTOR only
after payment for those particular Products has been received in full.



2. The PRINCIPAL also has to
procure marine insurance against the DISTRIBUTOR's risk of loss of or damage to the Products during the carriage only on minimum
insurance coverage in accordance with C.I.F Incoterms 2000.



3. The DISTRIBUTOR
shall at its own cost maintain insurance coverage against all risks which would normally be Insured against by a prudent businessman
in respect of products supplied to it commencing from the time when the Products surpass the rail ofthe
carrying vessel and extending until such time as title in the Products passes to the DISTRIBUTOR in accordance with Par.1 above.



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VII. Terms of Payment



The payment shall be made:



1. T/T 30% down payment in
advance at least 7 days before shipment date and the balance by TT with bank guarantee/credit insurance or by irrevocable LC at
sight. Both the bank guarantee and the L/Cshall be issued and presented to the PRINCIPAL 25 working days prior to the first
shipping date requirement.



2. Late Payment: Interest shall
be charged on any amounts overdue amount at the rate of 0.04 % per day to run from the due date for payment until receipt by the
PRINCIPAL of the full amount whether or not after judgment and without prejudice to any other right or remedy of the PRINCIPAL.



VIII. Documents



The PRINCIPAL shall send the
following documents immediately to the DISTRIBUTOR via an international bank for the respective shipment.



1. Full set (including
3 originals) of shipped on board Bill of Ladings made out to this Contract and blank endorsed and consigned to the DISTRIBUTOR,
marked "Freight Prepaid".



2. Signed Commercial
Invoice in 2 originals indicating contract number issued by the PRINCIPAL. Packing list (including 3 originals) with indication
of weights measurements and quantity issued by the PRINCIPAL.



3. Flash reports
stating the Module type, serial number, Isc, Voc, Imp, Vmp, Pmax by Fax or E-mail to DISTRIBUTOR.



Within 5 working days after
receiving the shipping documents from the PRINCIPAL's shipping forwarder, the PRINCIPAL has to fax or e-mail or courier one copy
of the Bill of Lading and one copy of the Commercial Invoice to the DISTRIBUTOR.

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The number of the documents
and their contents shall be complete and correct. If the DISTRIBUTOR fails to pass the customs and to take over the Products in
time due to the PRINCIPAL not having provided the documents as specified above, all losses caused by the PRINCIPAL's fault shall
be borne by the PRINCIPAL.



IX. Shipments



C.I.F. USA port (Incoterms
2000).



Unless otherwise agreed in
writing between the Parties, Cost Insurance and Freight Incoterms 2000 shall apply to this Contract. If there is any conflict between
such Incoterms and the terms of this Contract then the terms of this Contract shall prevail.



The particulars of the shipment
including the name of the vessel, date, quantity and value of shipment are to be e-mailed or faxed to the DISTRIBUTOR within 2
working days after such information received from the PRINCIPAL's shipping forwarder so that the DISTRIBUTOR can arrange for the
Customs Clearance.



X. Warranties



PRINCIPAL's warranties:



1. The PRINCIPAL guarantees
that the products shall be made of qualified materials with first class workmanship, that they shall be brand new and unused and
that they shall comply in all respects with the quality and specification stipulated in this Contract including its attachments
and that they shall be in conformity with the relevant technical data.



2. The PRINCIPAL guarantees
that the Modules are manufactured according to UL1703 standards.

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3. Furthermore, the PRINCIPAL
shall issue a written warranty for his products with the following content:



1) Product
Quality Warranty stating that the Products shall be free from defects in material and workmanship for two years. If, within 24
monthscounting from the date of receipt of the Product at destination, damages or defects
occur in the course of operation because of inferior quality, bad workmanship or the use of inferior materials in the manufacturing
process, the PRINCIPAL shall, upon notice by the DISTRIBUTOR with authentic and sufficient evidence, immediately repair, replace,or make adjustments to the default products.



2) A
Power Performance Warranty stating that the power degradation of the Products' originally rated power as determined under Standard
Test Conditions (1000W/m2, 25°C cell temperature, AM=1.5) shall not be greater than 10% within 10 years and 20% within
25 years.



4. This warranty shall lead
to the consequence that:



1) if,
within 24 months counting from the date of receipt of the Product at destination, damages or defects occur in the course of Operation
because of inferior quality, bad workmanship or the use of inferior materials in the manufacturing process,the PRINCIPAL shall, upon notice by the DISTRIBUTOR with authentic and sufficient evidence,
immediately repair, replace the defective Products. Costs for transportation of the default and replacing modules and installation
costs shall be borne by the PRINCIPAL.



2) if it is determined
that under Standard Test Conditions (STC, 1000 W/m2, 25DC, AM=1.5) Products supplied by the PRINCIPAL to the DISTRIBUTOR do not
meet the warranted percentage of its specified power output during the warranty term, the PRINCIPAL shall execute the remedy as
stipulated in its warranty statement.



5. The warranties shall not
cover damages, malfunctions or service failures caused by:



- errors made during
installation, operation or maintenance,

- abuse or misuse,

- power failure surges,
lightning, fire or flood,

- actions of third
parties and other events or accidents outside the reasonable control and not arising under normal operating conditions.

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Where inspection
of the defective product indicates with sufficient evidence of improper installation, operation or maintenance, the DISTRIBUTOR
shall reimburse PRINCIPAL its costs for the replacement or repaired the Product including costs of examination.



DISTRIBUTOR'S Warranties:



1. DISTRIBUTOR guarantees that
it will actively and diligently promote the sale of the Products in the Territory during the Term of this Contract. Under the preferred
distribution right, the PRINCIPAL should make effort to refer all sales leads less than one MW in size to the preferred distributor
and consult the preferred distributor for sales leads larger than one MW. The PRINCIPAL should refer to DISTRIBUTOR all inquiries
less than one MW in size, with an exemption of contracts signed previously to the valid date of this Contract for Products In the
preferred distribution Territory



2. DISTRIBUTOR warrants that
it will undertake to orders for the Products in the Territory during the effective period of this Contract for not less than 1,500,000
Watts



3. DISTRIBUTOR warrants that
it will promote in the Territory the PRINCIPAL's brand names and the Products during the Term hereof. DISTRIBUTOR agrees to notify
PRINCIPAL of any leads of interest granted for any Product.



4. The DISTRIBUTOR guarantees
that:



i. it shall
not conduct any reverse engineering activities upon the Products and shall be liable for any infringement in relevant to any Intellectual
Property Right owned by the PRINCIPAL thereof.



ii.
It shall take full responsibility to paste any trademark, mark, slogan, company name,or
whatever any other mark upon the Products except those of the PRINCIPAL's. And the PRINCIPAL should be exempted from any disputes
relating to aforesaid marks.

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XI. Effective Date, Duration,
Termination



(1) This Contract shall come
into effect after both Parties have signed it ("Effective date"), and shall initially remain in effect until December.
31st, 2009 ("Expiration Date. This Contract shall be extended upon expiration for another calendar year unless DISTRIBUTOR
does not meet the minimum distribution goals as defined in Exhibit II ("Minimum Turnover"), or the two parties cannot
agree on the minimum distribution goals for the next year, or previously terminated by either party for any other reason upon not
less than thirty (30) calendar days prior written notice to the other party, with a six (6) month probation, or the Parties agree
on an extension prior to the Expiration Date.



(2) If the DISTRIBUTOR becomes
insolvent or bankrupt or breaches a provision of this Contract and does not remedy such breach within thirty (30) calendar days
of written notice by the PRINCIPAL, the PRINCIPAL may terminate this Contract in whole or in part effective thirty (30) calendar
days after said notice was given. If the PRINCIPAL becomes bankrupt or insolvent or breaches a material provision hereof and does
not commence to remedy such breach within thirty (30) calendar days of being given written notice by the DISTRIBUTOR, the DISTRIBUTOR
may terminate this Contract in whole or in part effective thirty (30) calendar days after such notice was given.



(3) In regard to any orders
already been made by DISTRIBUTOR before the expiration or termination of this Contract, this Contract shall fully remain in effect
beyond the respective expiration or termination date. The foregoing shall not apply, if this Contract is terminated by PRINCIPAL
due to DISTRIBUTOR's bankruptcy or insolvency.



XII. Claims



1.Within 15 days after
the arrival of the Products at final CIF Port destination should the specification, quantity or appearance of the modules be found
not to be in conformity with the stipulations of this Contract; except for those claims for which the insurance company or the
owners of the vessel are liable, the DISTRIBUTOR shall, based on the Inspection ,Certificate issued by an office of the Authorized
Administration of Import and Export Commodities Inspection of the importing country, have the right to claim replacement with new
Products (in case of total failure), or financial compensation limited to the cost of the Products in question.

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2. The PRINCIPAL, upon verification
of the DISTRIBUTOR's claim, shall be responsible for complete or partial replacement of the commodity or shall devaluate the Products
according to the state of defects.



3. The PRINCIPAL shall not
be held responsible for the delay in shipment or non-delivery of the Products, or for failure to manufacture, deliver or perform
due to the acts of the DISTRIBUTOR including failure of the DISTRIBUTOR to supply to the PRINCIPAL in a timely manner with all
necessary information, required sample parts or other specified items required by PRINCIPAL to design, manufacture and test the
Product.



XIII. Force Majeure



The PRINCIPAL
shall not be held responsible for the delay in shipment or non-delivery of the due to Force Majeure, such as,war, severe fire, flood, typhoon, earthquake, labour strike or riots which might occur during
the process of manufacturing .or in the course of transportation, loading or transit, or such Force Majeure at any key suppliers
of the PRINCIPAL; The PRINCIPAL shall inform the DISTRIBUTOR immediately of the occurrence of an instant mentioned above and within
ten days thereafter, the PRINCIPAL shall send by fax or e-mail or courier to the DISTRIBUTOR for their acceptance a certificate
of the accident issued by the relevant government authority where the incident occurred as evidence thereof. Under such circumstances,
the PRINCIPAL, however, shall still be under the obligation of taking all necessary measures to hasten the delivery of the Products.



XIV. Choice-of-Law Clause

All matters relevant to this
Contract shall be governed and construed by the laws of People's Republic of China.

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XV. Dispute Settlement/Arbitration
Clause



All disputes in
connection with this Contract or the execution thereof shall be settled through friendly negotiations. In case no settlement can
be reached through negotiations, the case should then be submitted for arbitration to China International Economic and Trade Arbitration
Commission Shanghai Branch. The arbitration shall take place in Shanghai. And the arbitration language shall be in English.The verdict rendered by the said Commission shall be final; and binding upon both Parties;
neither Party shall seek recourse to a law court or other authorities for revising the decision. The arbitration fee shall be borne
by the losing Party.



XVI. Taxes and Duties



All taxes and duties in connection
with the execution of this Contract shall be

paid as follows:



1. Levied by the
Chinese government shall be borne by the PRINCIPAL.



2. Levied by the
government of the importing country shall be borne by the DISTRIBUTOR.



XVII. Non- Competition Clause/Confidentiality



1. DISTRIBUTOR shall not distribute
or promote the sales of any products competitive with or similar to the Products in the Territory.



2. The Parties acknowledge
and agree that during the term of this Contract that they may gain access to and become acquainted with information critical to
the other Party's business, such as business and trade secrets and/or information, trade and business secrets pertaining to other
companies affiliated with that Party. The Parties agree that they shall not disclose any such information, business or trade secrets,
neither directly nor indirectly, to any other person or legal entity. This covenant to keep confidential shall remain in force
after termination of this Contract to the full extent permitted by applicable law.

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XVIII. PRINCIPAL Standard
Warranty Statement and Conditions of Sales



PRINCIPAL standard warranty
statement and conditions of sales should apply to any issues not specifically covered by this Contract.





XIX. Entire Contract and
Amendments



1. In respect
of the this Contract and without consideration of the subsequent purchase order or conditions of sale for each separate sale, this
Contract including EXHIBIT I and II shall constitute an integral part of the entire Contract between the Parties with regard to
its subject matter.'This Contract shall supersede all
other prior oral or written Contracts between the Parties hereto.



2. Any amendments to, or modifications
of this Contract shall become effective only when in writing and signed by the Parties.



3. Headings of this Contract
are only for the purpose of reference, and have no influence to the interpretation of this Contract.



XVIIII. Severability Clause



In the event any
provision of this Contract proves unenforceable or invalid for whatever reason, the remaining provisions of this Contract shall
be unaffected by such holding,but remain in full force
and effect.



IN WITNESS THEREOF,
this Contract is made in English and signed by both Parties in two original copies, each Party holds one copy.This Contract is effective from the date both Parties have signed.



|Canadian Solar Inc                                        
|----------------------------------------------------------
|/s/
        Authorization                                 
|Nov. 24. 2008                                             
|Location, Date, Stamp and Signature of Canadian Solar Inc.



|James Zhang, CEO/President                                 
|-----------------------------------------------------------
|/s/James Zhang 11/24/08 Walnut, CA, USA                    
|Location, Date, Stamp and Signature of Sunvalley Solar, Inc



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Exhibit I



Commodity, Specification, and Delivery Schedule
for the current Project:



Brand Name: "CSI"



|Schedule          | Commodity &
        Specification                                  | Quantity
        (KW) | Price Per W and Conditions
|----------------- | ------------------------------------------------------------------ | --------------------- | --------------------------
|Before March 2009 | Regular CS-220/230/240P
        E-modules
        CS6P-PE-170-210W | 200 KW                | Per Orders                
|Before June 2009  | 400KW                                                             
|Before Sept. 2009 | 500KW                                                             
|Before Dec. 2009  | 900KW                                                             
|Total             |                                                                    | 2000KW                |                           

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Exhibit II



Minimum Turnover;



Not less than 1,500,000 Watts per year during
the effective period of this Contract.