STOCK
        PURCHASE AGREEMENT

      


      THIS
        STOCK PURCHASE AGREEMENT
        (this
“Agreement”)
        is
        entered into as of August 19, 2008 among Solar Enertech Corp. (the “Company”)
        and
        China New EnerTech, Inc., a company incorporated in the Cayman Islands (the
        “Cayman
        Co.”),
        and
        solely with respect to Section 4.8, Solar Enertech (Shanghai) Co., Ltd.,
        and
        solely with respect Sections 4.9 through 4.12 hereof, Leo S. Young.

       

      RECITALS

      


      A. The
        Company and Solar Enertech (Shanghai) Co., Ltd. (formerly Infotech (Shanghai)
        Solar Technologies Ltd.) (“Agent”)
        are
        party to an Agency Agreement dated effective as of the 10th day of April,
        2006
        (the “Agency
        Agreement”)
        pursuant to which Agent performs certain services, including securing factory
        space, employees, inventory, equipment and other goods or services, for the
        benefit of the Company.

      


      B. Due
        to
        the agency relationship between the Company and Agent, the Company consolidates
        the financial statements of Agent with its financial statements pursuant
        to FASB
        Interpretation No. 46(R).

      


      C. Cayman
        Co. is the parent holding company owning all of the outstanding ownership
        interest in InfoTech Hong Kong New Energy Technologies, Limited (“HK
        Co.”),
        which
        owns all of the outstanding ownership interest in Agent.

      


      D. The
        Company desires to acquire Agent and any related operations of HK Co. for
        consolidation into its business.

      


      


      AGREEMENT

      


      In
        consideration of the mutual covenants and conditions contained herein, it
        is
        hereby agreed by and among the parties hereto as follows:

       

      SECTION 1

      PURCHASE
        AND CLOSING

      


      1.1 Purchase.
        In
        exchange for an aggregate purchase price of one dollar (USD $1.00), upon
        the
        Closing (as defined), Cayman Co. sells all of its right, title and interest
        in
        HK Co. to the Company.

       

      1.2 Closing.
        The
        closing of the sale of all of the outstanding shares of HK Co. by Cayman
        Co. to
        the Company is effective upon the exchange of the closing deliverables set
        forth
        in Section 1.3 below. The closing referred to in this Section 1.2 shall be
        hereinafter referred to as the “Closing”.

       

      1.3 Closing
        Deliverables.

       

      
        
          (a)
            At
            the
            Closing, the Company shall deliver to the Cayman Co. the aggregate purchase
            price of one dollar (USD $1.00).

        

      

       

      (b) At
        the
        Closing, the Cayman Co. shall deliver to the Company the share certificate
        representing 10,000 shares of HK Co., constituting all of its outstanding
        shares.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      SECTION 2

      REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY

       

      The
        Company hereby represents and warrants to Cayman Co. that the statements
        in the
        following paragraphs of this Section 2 are true and correct as of the date
        of
        this Agreement and as of the Closing:

       

      2.1 Authorization.
        All
        corporate action on the part of the Company, its directors and shareholders
        necessary for the authorization, execution, delivery and performance of this
        Agreement by the Company and the performance of the Company’s obligations
        hereunder has been taken.

       

      2.2 Corporate
        Power.
        The
        Company has all requisite corporate power necessary for the authorization,
        execution and delivery of this Agreement. This Agreement is the valid and
        binding obligations of the Company, enforceable in accordance with its terms,
        except as the same may be limited by bankruptcy, insolvency, reorganization,
        fraudulent conveyance, moratorium, usury and other laws of general application
        affecting the enforcement of creditors’ rights.

       

      SECTION 3

      REPRESENTATIONS
        AND WARRANTIES OF CAYMAN CO.

       

      Cayman
        Co. hereby represents and warrants to the Company that the statements in
        the
        following paragraphs of this Section 3 are true and correct as of the date
        of this Agreement and as of the Closing:

       

      3.1 Organization
        of the Cayman Co. and Affiliates

       

      (a) Cayman
        Co. is a corporation duly incorporated, validly existing and in good standing
        under the laws of the Cayman Islands. HK Co. is a corporation duly incorporated,
        validly existing and in good standing under the laws of Hong Kong. Agent
        Cayman
        is a corporation duly incorporated, validly existing and in good standing
        under
        the laws of the People’s Republic of China. Cayman Co., HK Co. and Agent are
        collectively referred to as the “Cayman
        Entities”.

       

      (b)
         The
        share
        capital of HK Co. is HKD$10,000.00, par value $1.00 per share, of which 10,000
        shares are issued and outstanding, all of which are held by Cayman Co. HK
        Co.
        owns all of the outstanding equity of Agent.

       

      (c) There
        are
        no agreements, arrangements, options, warrants, calls, rights or commitments
        of
        any character to which the Cayman Entities are a party relating to the issuance,
        sale, purchase or redemption of any common stock or other equity interest
        of HK
        Co. or Agent, whether on conversion of other securities or otherwise. None
        of
        the issued and outstanding equity interests of HK Co. or Agent have been
        issued
        in violation of, or is subject to, any preemptive or subscription rights.
        The
        Cayman Entities are not party to any stockholder or members agreement, voting
        trust agreement or any other similar contract, agreement, arrangement,
        commitment, plan or understanding restricting or otherwise relating to the
        voting, dividend, ownership or transfer rights of any common stock or other
        equity interest of HK Co. or Agent.

       

      3.2 Authorization.
        All
        corporate action on the part of Cayman Co., its directors and shareholders
        necessary for the authorization, execution, delivery and performance of this
        Agreement by Cayman Co. and the performance of its obligations hereunder
        has
        been taken prior to the date hereof.

       

      3.3 Corporate
        Power.
        Cayman
        Co. has all requisite corporate power necessary for the authorization, execution
        and delivery of this Agreement. This Agreement is the valid and binding
        obligations of Cayman Co., enforceable in accordance with its terms, except
        as
        the same may be limited by bankruptcy, insolvency, reorganization, fraudulent
        conveyance, moratorium, usury and other laws of general application affecting
        the enforcement of creditors’ rights.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      3.4 Ownership
        of the Business.
        Other
        than HK Co. or Agent, there are no other entities or business, including
        Infotech Essentials, Inc., owned directly or indirectly, in whole or in part,
        by
        Cayman Co. or its officers, directors or shareholders which are engaged in
        the
        business of manufacturing photovoltaic solar energy cells and solar applications
        or which utilize any equipment, intellectual property, inventory, employees
        or
        other resources or assets used in the business as conducted or currently
        proposed to be conducted by HK Co. or Agent. Cayman Co. has no assets or
        operations and its sole purpose has been to serve as a holding company for
        the
        HK Co. shares.

       

      3.5 Financial
        Statements.
        The
        Cayman Entities have provided to the Company all of their financial records
        since inception.

       

      3.6 No
        Undisclosed Liabilities.
        HK Co.
        and Agent are not subject to any liability (including, without limitation,
        unasserted claims, whether known or unknown), whether absolute, contingent,
        accrued or otherwise, which is not shown or which is in excess of amounts
        shown
        or reserved for in the financial records of the Cayman Entities other than
        in
        the ordinary course of business.

       

      3.7 Disclosure.
        No
        representation or warranty by Cayman Co. in this Agreement, when taken together,
        contains any untrue statement of a material fact or omits to state a material
        fact necessary to make the statements made herein and therein, in the light
        of
        the circumstances under which they were made, not misleading.

       

       

      SECTION
        4

      MISCELLANEOUS

       

      4.1 No
        Finders Fee.
        Each
        party represents that it neither is nor will be obligated for any finder’s or
        broker’s fee or commission in connection with this transaction.

       

      4.2 Governing
        Law.
        This
        Agreement shall be governed in all respects by the internal laws of the State
        of
        California, without reference to principles of conflict of laws or choice
        of
        law.

       

      4.3 Survival.
        The
        representations, warranties, covenants and agreements made herein shall survive
        the execution and delivery of this Agreement and the Closing.

       

      4.4 Successors
        and Assigns.
        Except
        as otherwise provided herein, the provisions hereof shall inure to the benefit
        of, and be binding upon, the successors, assigns, heirs, executors and
        administrators of the parties hereto.

       

      4.5 Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        enforceable against the parties actually executing such counterparts, and
        all of
        which together shall constitute one instrument.

       

      4.6 Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, such provision(s) shall be excluded from this Agreement and
        the
        balance of the Agreement shall be interpreted as if such provision(s) were
        so
        excluded and shall be enforceable in accordance with its terms.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      4.7 Expenses.
        The
        Company shall bear all reasonable costs and expenses in connection with the
        negotiation, execution, delivery and performance of this Agreement.

       

      4.8 Termination
        of Agency Agreement.
        Pursuant to Section 4.02 of the Agency Agreement, the Company hereby terminates
        the Agency Agreement effective as of the Closing.

       

      4.9 Termination
        of Management Agreement.
        The
        Company and Mr. Young hereby agree to terminate that certain Management
        Agreement dated March 1, 2006, by and between the Company and Mr. Young
        effective as of the date the Closing.

       

      4.10 Executive
        Incentive, Change of Control Retention and Severance Agreement.
        The
        Company and Mr. Young hereby agree to enter into an Executive Incentive,
        Change
        of Control Retention and Severance Agreement effective as of the date the
        Closing in the form attached hereto as Exhibit
        A.

       

      4.11 Indemnification.
        The
        Company agrees to indemnify, defend and hold harmless Mr. Young up to an
        amount
        not to exceed US$1,000,000 for any liabilities he may incur as a result of
        actions relating to the grant of his original stock option from Ms. Blanchard
        for 36 million shares of common stock of the Company, his exercise of the
        option
        with respect to 5 million shares of common stock and his transfer of 5.75
        million shares of common stock to other members of Agent which he exercised
        on
        their behalf as nominee of such members. For purposes of clarity, the foregoing
        indemnity is not intended to reimburse Mr. Young for any taxes previously
        paid
        by Mr. Young as a result of the exercise of his original stock
        option.

       

      4.12 Legal
        Fees.
        The
        Company shall reimburse Mr. Young for his legal fees and reasonable other
        professional expenses incurred in connection with the transactions contemplated
        hereby, up to a maximium of US$5,000 in the aggregate.


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Stock Exchange Agreement
        as of the date first set forth above.

       

      


      SOLAR
        ENERTECH CORP.

      


      


      By:
        /s/
        MING WAI ANTHEA CHUNG

      Name:
        Ming Wai Anthea Chung

      Title:
        Chief Financial Officer

      


      CHINA
        NEW
        ENERTECH, INC.

      


      By:
        /s/
        LEO S. YOUNG

      Name:
        

      Title:
        

      


      


      With
        respect to Section 4.8 only:

      


      SOLAR
        ENERTECH (SHANGHAI) CO., LTD.

      


      By:
        /s/
        LEO S. YOUNG

      Name:
        

      Title:
        

      


      


      With
        respect to Section 4.9 through 4.12 only:

      


      


      /s/
        LEO S. YOUNG

      LEO
        S.
        YOUNG

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      EXHIBIT
        A

      


      Executive
        Incentive, Change of Control Retention and Severance Agreement