SOLAR
      ENERTECH CORP.

     

    INDEMNITY
      AGREEMENT

     

    This
      Indemnity Agreement, dated as of __________________, 20__, is made by and
      between Solar EnerTech Corp., a Delaware corporation (the “Company”),
      and
      ________________________________________ (the “Indemnitee”).

     

    RECITALS

     

    A. The
      Company is aware that competent and experienced persons are increasingly
      reluctant to serve as directors, officers or agents of corporations unless
      they
      are protected by comprehensive liability insurance or indemnification, due
      to
      increased exposure to litigation costs and risks resulting from their service
      to
      such corporations, and due to the fact that the exposure frequently bears no
      reasonable relationship to the compensation of such directors, officers and
      other agents.

     

    B. The
      statutes and judicial decisions regarding the duties of directors and officers
      are often difficult to apply, ambiguous, or conflicting, and therefore fail
      to
      provide such directors, officers and agents with adequate, reliable knowledge
      of
      legal risks to which they are exposed or information regarding the proper course
      of action to take.

     

    C. Plaintiffs
      often seek damages in such large amounts and the costs of litigation may be
      so
      enormous (whether or not the case is meritorious), that the defense and/or
      resolution of such litigation is often beyond the personal resources of
      directors, officers and other agents.

     

    D. The
      Company believes that it is unfair for its directors, officers and agents and
      the directors, officers and agents of its subsidiaries to assume the risk of
      huge judgments and other expenses which may occur in cases in which the
      director, officer or agent received no personal profit and in cases where the
      director, officer or agent was not culpable.

     

    E. The
      Company recognizes that the issues in controversy in litigation against a
      director, officer or agent of a corporation, such as the Company or its
      subsidiaries, are often related to the knowledge, motives and intent of such
      director, officer or agent, that he or she is usually the only witness with
      knowledge of the essential facts and exculpating circumstances regarding such
      matters, and that the long period of time which usually elapses before the
      trial
      or other disposition of such litigation often extends beyond the time that
      the
      director, officer or agent can reasonably recall such matters and may extend
      beyond the normal time for retirement for such director, officer or agent with
      the result that he or she, after retirement or in the event of his or her death,
      his or her spouse, heirs, executors or administrators, may be faced with limited
      ability and undue hardship in maintaining an adequate defense, which may
      discourage such a director, officer or agent from serving in that
      position.

     

    F. Based
      upon their experience as business managers, the Board of Directors of the
      Company (the “Board”)
      has
      concluded that, to retain and attract talented and experienced individuals
      to
      serve as directors, officers and agents of the Company and its subsidiaries
      and
      to encourage such individuals to take the business risks necessary for the
      success of the Company and its subsidiaries, it is necessary for the Company
      to
      contractually indemnify its directors, officers and agents and the directors,
      officers and agents of its subsidiaries, and to assume for itself maximum
      liability for expenses and damages in connection with claims against such
      directors, officers and agents in connection with their service to the Company
      and its subsidiaries, and has further concluded that the failure to provide
      such
      contractual indemnification could result in great harm to the Company and its
      subsidiaries and the Company’s stockholders.

     

    
      
        
        

      

      
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    G. Section 145
      of the General Corporation Law of Delaware, under which the Company is organized
      (“Section 145”),
      empowers the Company to indemnify its directors, officers, employees and agents
      by agreement and to indemnify persons who serve, at the request of the Company,
      as the directors, officers, employees or agents of other corporations or
      enterprises, and expressly provides that the indemnification provided by
      Section 145 is not exclusive.

     

    H. The
      Company desires and has requested the Indemnitee to serve or continue to serve
      as a director, officer or agent of the Company and/or one or more subsidiaries
      of the Company free from undue concern for claims for damages arising out of
      or
      related to such services to the Company and/or one or more subsidiaries of
      the
      Company.

     

    I. Indemnitee
      is willing to serve, or to continue to serve, the Company and/or one or more
      subsidiaries of the Company, provided that he or she is furnished the indemnity
      provided for herein.

     

    AGREEMENT

     

    NOW,
      THEREFORE, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    1. Definitions.

     

    (a) Agent.
      For the
      purposes of this Agreement, “agent” of the Company means any person who is or
      was a director, officer, employee or other agent of the Company or of a
      subsidiary of the Company; or is or was serving at the request of, for the
      convenience of, or to represent the interests of the Company or a subsidiary
      of
      the Company as a director, officer, employee or agent of another foreign or
      domestic corporation, partnership, joint venture, limited liability company,
      trust or other enterprise; or was a director, officer, manager, employee or
      agent of a foreign or domestic corporation which was a predecessor corporation
      of the Company or a subsidiary of the Company, or was a director, officer,
      employee or agent of another enterprise at the request of, for the convenience
      of, or to represent the interests of such predecessor corporation.

     

    (b) Expenses.
      For
      purposes of this Agreement, “expenses” include all out-of-pocket costs of any
      type or nature whatsoever (including, without limitation, all attorneys’ fees
      and related disbursements), actually and reasonably incurred by the Indemnitee
      in connection with either the investigation, defense or appeal of a proceeding
      or establishing or enforcing a right to indemnification under this Agreement
      or
      Section 145 or otherwise; provided, however, that “expenses” shall not
      include any judgments, fines, ERISA excise taxes or penalties, or amounts paid
      in settlement of a proceeding.

     

    (c) Proceeding.
      For the
      purposes of this Agreement, “proceeding” means any threatened, pending, or
      completed action, suit or other proceeding, whether civil, criminal,
      administrative, or investigative.

     

    (d) Subsidiary.
      For
      purposes of this Agreement, “subsidiary” means any corporation of which more
      than 50% of the outstanding voting securities is owned directly or indirectly
      by
      the Company, by the Company and one or more other subsidiaries, or by one or
      more other subsidiaries.

     

    2. Agreement
      to Serve.
      The
      Indemnitee agrees to serve and/or continue to serve as agent of the Company,
      at
      its will (or under separate agreement, if such agreement exists), in the
      capacity Indemnitee currently serves as an agent of the Company, so long as
      he
      or she is duly appointed or elected and qualified in accordance with the
      applicable provisions of the Bylaws of the Company or any subsidiary of the
      Company or until such time as he or she tenders his or her resignation in
      writing; provided, however, that nothing contained in this Agreement is intended
      to create any right to continued employment by Indemnitee.

     

    
      
        
        

      

      
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    3. Liability
      Insurance.

     

    (a) Maintenance
      of D&O Insurance.
      The
      Company hereby covenants and agrees that, so long as the Indemnitee shall
      continue to serve as an agent of the Company and thereafter so long as the
      Indemnitee shall be subject to any possible proceeding by reason of the fact
      that the Indemnitee was an agent of the Company, the Company, subject to
      Section 3(c), shall promptly obtain and maintain in full force and effect
      directors’ and officers’ liability insurance (“D&O
      Insurance”)
      in
      reasonable amounts from established and reputable insurers.

     

    (b) Rights
      and Benefits.
      In all
      policies of D&O Insurance, the Indemnitee shall be named as an insured in
      such a manner as to provide the Indemnitee the same rights and benefits as
      are
      accorded to the most favorably insured of the Company’s directors, if the
      Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not
      a director of the Company but is an officer; or of the Company’s key employees,
      if the Indemnitee is not a director or officer but is a key
      employee.

     

    (c) Limitation
      on Required Maintenance of D&O Insurance.
      Notwithstanding the foregoing, the Company shall have no obligation to obtain
      or
      maintain D&O Insurance if the Company determines in good faith that such
      insurance is not reasonably available, the premium costs for such insurance
      are
      disproportionate to the amount of coverage provided, the coverage provided
      by
      such insurance is limited by exclusions so as to provide an insufficient
      benefit, or the Indemnitee is covered by similar insurance maintained by a
      subsidiary of the Company.

     

    4. Mandatory
      Indemnification.
      Subject
      to Section 9 below, the Company shall indemnify the Indemnitee as
      follows:

     

    (a) Third
      Party Actions.
      If the
      Indemnitee is a person who was or is a party or is threatened to be made a
      party
      to any proceeding (other than an action by or in the right of the Company)
      by
      reason of the fact that he or she is or was an agent of the Company, or by
      reason of anything done or not done by him or her in any such capacity, the
      Company shall indemnify the Indemnitee against any and all expenses and
      liabilities of any type whatsoever (including, but not limited to, judgments,
      fines, ERISA excise taxes and penalties, and amounts paid in settlement)
      actually and reasonably incurred by him or her in connection with the
      investigation, defense, settlement or appeal of such proceeding, provided the
      Indemnitee acted in good faith and in a manner he or she reasonably believed
      to
      be in or not opposed to the best interests of the Company and its stockholders,
      and, with respect to any criminal action or proceeding, had no reasonable cause
      to believe his or her conduct was unlawful.

     

    (b) Derivative
      Actions.
      If the
      Indemnitee is a person who was or is a party or is threatened to be made a
      party
      to any proceeding by or in the right of the Company by reason of the fact that
      he or she is or was an agent of the Company, or by reason of anything done
      or
      not done by him or her in any such capacity, the Company shall indemnify the
      Indemnitee against all expenses actually and reasonably incurred by him or
      her
      in connection with the investigation, defense, settlement, or appeal of such
      proceeding, provided the Indemnitee acted in good faith and in a manner he
      or
      she reasonably believed to be in or not opposed to the best interests of the
      Company and its stockholders; except that no indemnification under this
      subsection 4(b) shall be made in respect to any claim, issue or matter as
      to which such person shall have been finally adjudged to be liable to the
      Company by a court of competent jurisdiction unless and only to the extent
      that
      the court in which such proceeding was brought shall determine upon application
      that, despite the adjudication of liability but in view of all the circumstances
      of the case, such person is fairly and reasonably entitled to indemnity for
      such
      amounts which the court shall deem proper.

     

    
      
        
        

      

      
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    (c) Actions
      where Indemnitee is Deceased.
      If the
      Indemnitee is a person who was or is a party or is threatened to be made a
      party
      to any proceeding by reason of the fact that he or she is or was an agent of
      the
      Company, or by reason of anything done or not done by him or her in any such
      capacity, and if prior to, during the pendency of after completion of such
      proceeding Indemnitee becomes deceased, the Company shall indemnify the
      Indemnitee’s heirs, executors and administrators against any and all expenses
      and liabilities of any type whatsoever (including, but not limited to,
      judgments, fines, ERISA excise taxes and penalties, and amounts paid in
      settlement) actually and reasonably incurred to the extent Indemnitee would
      have
      been entitled to indemnification pursuant to Sections 4(a) or 4(b) above
      were Indemnitee still alive.

     

    (d) Limitations.
      Notwithstanding the foregoing, the Company shall not be obligated to indemnify
      the Indemnitee for expenses or liabilities of any type whatsoever (including,
      but not limited to, judgments, fines, ERISA excise taxes and penalties, and
      amounts paid in settlement) for which payment is actually made to or on behalf
      of Indemnitee under a valid and collectible insurance policy of D&O
      Insurance, or under a valid and enforceable indemnity clause, by-law or
      agreement.

     

    5. Partial
      Indemnification.
      If the
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of any expenses or liabilities of any
      type
      whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
      and penalties, and amounts paid in settlement) incurred by him or her in the
      investigation, defense, settlement or appeal of a proceeding, but not entitled,
      however, to indemnification for all of the total amount hereof, the Company
      shall nevertheless indemnify the Indemnitee for such total amount except as
      to
      the portion hereof to which the Indemnitee is not entitled.

     

    6. Mandatory
      Advancement of Expenses.
      Subject
      to Section 9(a) below, the Company shall advance all expenses incurred by
      the Indemnitee in connection with the investigation, defense, settlement or
      appeal of any proceeding to which the Indemnitee is a party or is threatened
      to
      be made a party by reason of the fact that the Indemnitee is or was an agent
      of
      the Company. Indemnitee hereby undertakes to repay such amounts advanced only
      if, and to the extent that, it shall be determined ultimately that the
      Indemnitee is not entitled to be indemnified by the Company as authorized
      hereby. The advances to be made hereunder shall be paid by the Company to the
      Indemnitee within twenty (20) days following delivery of a written request
      therefor by the Indemnitee to the Company. In the event that the Company fails
      to pay expenses as incurred by the Indemnitee as required by this paragraph,
      Indemnitee may seek mandatory injunctive relief from any court having
      jurisdiction to require the Company to pay expenses as set forth in this
      paragraph. If Indemnitee seeks mandatory injunctive relief pursuant to this
      paragraph, it shall not be a defense to enforcement of the Company’s obligations
      set forth in this paragraph that Indemnitee has an adequate remedy at law for
      damages.

     

    7. Notice
      and Other Indemnification Procedures.

     

    (a) Notice
      by Indemnitee.
      Promptly after receipt by the Indemnitee of notice of the commencement of or
      the
      threat of commencement of any proceeding, the Indemnitee shall, if the
      Indemnitee believes that indemnification with respect thereto may be sought
      from
      the Company under this Agreement, notify the Company of the commencement or
      threat of commencement thereof.

     

    (b) Notice
      by Company.
      If, at
      the time of the receipt of a notice of the commencement of a proceeding pursuant
      to Section 7(a) hereof, the Company has D&O Insurance in effect, the
      Company shall give prompt notice of the commencement of such proceeding to
      the
      insurers in accordance with the procedures set forth in the respective policies.
      The Company shall thereafter take all necessary or desirable action to cause
      such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
      result of such proceeding in accordance with the terms of such
      policies.

     

    
      
        
        

      

      
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    (c) Defense.
      In the
      event the Company shall be obligated to pay the expenses of any proceeding
      against the Indemnitee, the Company, if appropriate, shall be entitled to assume
      the defense of such proceeding, with counsel approved by the Indemnitee, upon
      the delivery to the Indemnitee of written notice of its election so to do.
      After
      delivery of such notice, approval of such counsel by the Indemnitee and the
      retention of such counsel by the Company, the Company will not be liable to
      the
      Indemnitee under this Agreement for any fees of counsel subsequently incurred
      by
      the Indemnitee with respect to the same proceeding, provided that (i) the
      Indemnitee shall have the right to employ his or her counsel in any such
      proceeding at the Indemnitee’s expense; and (ii) if (A) the employment
      of counsel by the Indemnitee has been previously authorized by the Company,
      (B) the Indemnitee shall have reasonably concluded that there may be a
      conflict of interest between the Company and the Indemnitee in the conduct
      of
      any such defense, or (C) the Company shall not, in fact, have employed
      counsel to assume the defense of such proceeding, then the fees and expenses
      of
      Indemnitee’s counsel shall be at the expense of the Company.

     

    8. Determination
      of Right to Indemnification.

     

    (a) Successful
      Defense.
      To the
      extent the Indemnitee has been successful on the merits or otherwise in defense
      of any proceeding (including, without limitation, an action by or in the right
      of the Company) to which the Indemnitee was a party by reason of the fact that
      he or she is or was an agent of the Company at any time, the Company shall
      indemnify the Indemnitee against all expenses of any type whatsoever actually
      and reasonably incurred by him or her in connection with the investigation,
      defense or appeal of such proceeding.

     

    (b) Other
      Situations.
      In the
      event that Section 8(a) is inapplicable, the Company shall also indemnify
      the Indemnitee unless, and except to the extent that, the Company shall prove
      by
      clear and convincing evidence in a forum listed in Section 8(c) below that
      the Indemnitee has not met the applicable standard of conduct required to
      entitle the Indemnitee to such indemnification.

     

    (c) Selection
      of Forum.
      The
      Indemnitee shall be entitled to select the forum in which the validity of the
      Company’s claim under Section 8(b) hereof that the Indemnitee is not
      entitled to indemnification will be heard from among the following:

     

    (i) A
      quorum
      of the Board consisting of directors who are not parties to the proceeding
      for
      which indemnification is being sought;

     

    (ii) The
      stockholders of the Company;

     

    (iii) Legal
      counsel selected by the Indemnitee, and reasonably approved by the Board, which
      counsel shall make such determination in a written opinion; or

     

    (iv) A
      panel
      of three arbitrators, one of whom is selected by the Company, another of whom
      is
      selected by the Indemnitee and the last of whom is selected by the first two
      arbitrators so selected.

     

    (d) Submission
      to Forum.
      As soon
      as practicable, and in no event later than thirty (30) days after written notice
      of the Indemnitee’s choice of forum pursuant to Section 8(c) above, the
      Company shall, at its own expense, submit to the selected forum in such manner
      as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim
      that the Indemnitee is not entitled to indemnification; and the Company shall
      act in the utmost good faith to assure the Indemnitee a complete opportunity
      to
      defend against such claim.

     

    
      
        
        

      

      
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    (e) Application
      to Court of Chancery.
      Notwithstanding a determination by any forum listed in Section 8(c) hereof
      that Indemnitee is not entitled to indemnification with respect to a specific
      proceeding, the Indemnitee shall have the right to apply to the Court of
      Chancery of Delaware, the court in which that proceeding is or was pending
      or
      any other court of competent jurisdiction, for the purpose of enforcing the
      Indemnitee’s right to indemnification pursuant to this Agreement.

     

    (f) Expenses
      Related to this Agreement.
      Notwithstanding any other provision in this Agreement to the contrary, the
      Company shall indemnify the Indemnitee against all expenses incurred by the
      Indemnitee in connection with any hearing or proceeding under this
      Section 8 involving the Indemnitee and against all expenses incurred by the
      Indemnitee in connection with any other proceeding between the Company and
      the
      Indemnitee involving the interpretation or enforcement of the rights of the
      Indemnitee under this Agreement unless a court of competent jurisdiction finds
      that each of the claims and/or defenses of the Indemnitee in any such proceeding
      was frivolous or made in bad faith.

     

    9. Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the Company shall not
      be
      obligated pursuant to the terms of this Agreement:

     

    (a) Claims
      Initiated by Indemnitee.
      To
      indemnify or advance expenses to the Indemnitee with respect to proceedings
      or
      claims initiated or brought voluntarily by the Indemnitee and not by way of
      defense, unless (i) such indemnification is expressly required to be made
      by law, (ii) the proceeding was authorized by the Board, (iii) such
      indemnification is provided by the Company, in its sole discretion, pursuant
      to
      the powers vested in the Company under the General Corporation Law of Delaware
      or (iv) the proceeding is brought to establish or enforce a right to
      indemnification under this Agreement or any other statute or law or otherwise
      as
      required under Section 145;

     

    (b) Lack
      of Good Faith.
      To
      indemnify the Indemnitee for any expenses incurred by the Indemnitee with
      respect to any proceeding instituted by the Indemnitee to enforce or interpret
      this Agreement, if a court of competent jurisdiction determines that each of
      the
      material assertions made by the Indemnitee in such proceeding was not made
      in
      good faith or was frivolous; or

     

    (c) Unauthorized
      Settlements.
      To
      indemnify the Indemnitee under this Agreement for any amounts paid in settlement
      of a proceeding unless the Company consents to such settlement, which consent
      shall not be unreasonably withheld.

     

    10. Non-exclusivity.
      The
      provisions for indemnification and advancement of expenses set forth in this
      Agreement shall not be deemed exclusive of any other rights which the Indemnitee
      may have under any provision of law, the Company’s Certificate of Incorporation
      or Bylaws, the vote of the Company’s stockholders or disinterested directors,
      other agreements, or otherwise, both as to action in his or her official
      capacity and to action in another capacity while occupying his or her position
      as an agent of the Company, and the Indemnitee’s rights hereunder shall continue
      after the Indemnitee has ceased acting as an agent of the Company and shall
      inure to the benefit of the heirs, executors and administrators of the
      Indemnitee.

     

    11. Enforcement.
      Any
      right to indemnification or advances granted by this Agreement to Indemnitee
      shall be enforceable by or on behalf of Indemnitee in any court of competent
      jurisdiction if (i) the claim for indemnification or advances is denied, in
      whole or in part, or (ii) no disposition of such claim is made within
      ninety (90) days of request therefor. Indemnitee, in such enforcement action,
      if
      successful in whole or in part, shall be entitled to be paid also the expense
      of
      prosecuting his or her claim. It shall be a defense to any action for which
      a
      claim for indemnification is made under this Agreement (other than an action
      brought to enforce a claim for expenses pursuant to Section 6 hereof,
      provided that the required undertaking has been tendered to the Company) that
      Indemnitee is not entitled to indemnification because of the limitations set
      forth in Sections 4 and 9 hereof. Neither the failure of the Company
      (including its Board of Directors or its stockholders) to have made a
      determination prior to the commencement of such enforcement action that
      indemnification of Indemnitee is proper in the circumstances, nor an actual
      determination by the Company (including its Board of Directors or its
      stockholders) that such indemnification is improper, shall be a defense to
      the
      action or create a presumption that Indemnitee is not entitled to
      indemnification under this Agreement or otherwise.

     

    
      
        
        

      

      
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    12. Subrogation.
      In the
      event the Company is obligated to make a payment under this Agreement, the
      Company shall be subrogated to the extent of such payment to all of the rights
      of recovery under an insurance policy or any other indemnity agreement covering
      the Indemnitee, who shall execute all documents required and shall do all acts
      that may be necessary to secure such rights and to enable the Company
      effectively to bring suit to enforce such rights.

     

    13. Survival
      of Rights.

     

    (a) All
      agreements and obligations of the Company contained herein shall continue during
      the period Indemnitee is an agent of the Company and shall continue thereafter
      so long as Indemnitee shall be subject to any possible claim or threatened,
      pending or completed action, suit or proceeding, whether civil, criminal,
      arbitrational, administrative or investigative, by reason of the fact that
      Indemnitee was serving in the capacity referred to herein.

     

    (b) The
      Company shall require any successor to the Company (whether direct or indirect,
      by purchase, merger, consolidation or otherwise) to all or substantially all
      of
      the business or assets of the Company, expressly to assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company would
      be required to perform if no such succession had taken place.

     

    14. Interpretation
      of Agreement.
      It is
      understood that the parties hereto intend this Agreement to be interpreted
      and
      enforced so as to provide indemnification to the Indemnitee to the fullest
      extent permitted by law including those circumstances in which indemnification
      would otherwise be discretionary.

     

    15. Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever, (i) the validity, legality and
      enforceability of the remaining provisions of the Agreement (including without
      limitation, all portions of any paragraphs of this Agreement containing any
      such
      provision held to be invalid, illegal or unenforceable, that are not themselves
      invalid, illegal or unenforceable) shall not in any way be affected or impaired
      thereby, and (ii) to the fullest extent possible, the provisions of this
      Agreement (including, without limitation, all portions of any paragraph of
      this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable, that are not themselves invalid, illegal or unenforceable) shall
      be construed so as to give effect to the intent manifested by the provision
      held
      invalid, illegal or unenforceable and to give effect to Section 14
      hereof.

     

    16. Modification
      and Waiver.
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by both of the parties hereto. No waiver of any of the
      provisions of this Agreement shall be deemed or shall constitute a waiver of
      any
      other provisions hereof (whether or not similar) nor shall such waiver
      constitute a continuing waiver.

     

    
      
        
        

      

      
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    17. Notice.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed duly given (i) if delivered by hand and
      receipted for by the party addressee or (ii) if mailed by certified or
      registered mail with postage prepaid, on the third business day after the
      mailing date. Addresses for notice to either party are as shown on the signature
      page of this Agreement, or as subsequently modified by written
      notice.

     

    18. Governing
      Law.
      This
      Agreement shall be governed exclusively by and construed according to the laws
      of the State of Delaware as applied to contracts between Delaware residents
      entered into and to be performed entirely within Delaware.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
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      The
        parties hereto have entered into this Indemnity Agreement effective as of
        the
        date first above written.

    

     

    
      	 	 SOLAR
              ENERTECH CORP.,
	 	 a
              Delaware corporation
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              
                

              

            
	 	Title: 	
               

            
	 	 	
              
                

              

            
	 	 

              Address:

            	
               

            
	 	 	
              
                

              

            
	 	 	
              

            
	 	 	
              

            
	 	 	 
	 	 INDEMNITEE
	 	 	 
	 	
              

            
	 	
              Signature

            	
               

            
	 	 	 
	 	
              Name:

            	
               

            
	 	 	
              

            
	 	
              Address:

            	
               

            
	 	 	
              

            
	 	 	
              

            
	 	 	
              

            


    

     

    
      [Signature
        Page to Indemnity Agreement]