CHINA
      CLEAN ENERGY INC.

    2008
      EQUITY INCENTIVE PLAN

    


    FORM
      OF

    INCENTIVE
      STOCK OPTION AGREEMENT

    


    


    This
      INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the
    
      day of
      ____________, 20__ (the “Grant Date”), is between China Clean Energy Inc., a
      Delaware corporation (the “Company”), and                    
      (the
“Optionee”), a key employee of the Company or of a Subsidiary of the Company (a
“Related Corporation”), pursuant to the China Clean Energy Inc. 2008 Equity
      Incentive Plan (the “Plan”).

    


    WHEREAS,
      the Company desires to give the Optionee the opportunity to purchase shares
      of
      common stock of the Company, par value $0.001 (“Common Shares”) in accordance
      with the provisions of the Plan, a copy of which is attached
      hereto;

    


    NOW
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto, intending to
      be
      legally bound hereby, agree as follows:

    


    1. Grant
      of Option.
      The
      Company hereby grants to the Optionee the right and option (the “Option”) to
      purchase all or any part of an aggregate of         
      Common
      Shares. The Option is in all respects limited and conditioned as hereinafter
      provided, and is subject in all respects to the terms and conditions of the
      Plan
      now in effect and as it may be amended from time to time (but only to the extent
      that such amendments apply to outstanding options). Such terms and conditions
      are incorporated herein by reference, made a part hereof, and shall control
      in
      the event of any conflict with any other terms of this Option Agreement. The
      Option granted hereunder is intended to be an incentive stock option (“ISO”)
      meeting the requirements of the Plan and section 422 of the Internal Revenue
      Code of 1986, as amended (the “Code”), and not
      a
      nonqualified stock option (“NQSO”). 

    


    2. Exercise
      Price.
      The
      exercise price of the Common Shares covered by this Option shall be
      $         
      per
      share. It is the determination of the committee administering the Plan (the
      “Committee”) that on the Grant Date the exercise price was not less than the
      greater of (i) 100% (110% for an Optionee who owns more than 10% of the total
      combined voting power of all shares of stock of the Company or of a Related
      Corporation - a “More-Than-10% Owner”) of the “Fair Market Value” (as defined in
      the Plan) of a Common Share, or (ii) the par value of a Common
      Share.

    


    3. Term.
      Unless
      earlier terminated pursuant to any provision of the Plan or of this Option
      Agreement, this Option shall expire on _____________ __, 20__ (the “Expiration
      Date”). This Option shall not be exercisable on or after the Expiration
      Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Exercise
      of Option.
      The
      Optionee shall have the right to purchase from the Company, on and after the
      following dates, the following number of Common Shares, provided the Optionee
      has not terminated his or her service as of the applicable vesting
      date:

    


    
      	
              Date
                Installment Becomes Exercisable

            	 	
              Number
                of Common Shares

            
	 	 	 
	
               

            	 	
              _____
                Shares

            
	
               

            	 	
              an
                additional _____ Shares

            
	
               

            	 	
              an
                additional _____ Shares

            
	
               

            	 	
              an
                additional _____ Shares

            


    

    


    The
      Committee may accelerate any exercise date of the Option, in its discretion,
      if
      it deems such acceleration to be desirable. Once the Option becomes exercisable,
      it will remain exercisable until it is exercised or until it
      terminates.

    


    5. Method
      of Exercising Option.
      Subject
      to the terms and conditions of this Option Agreement and the Plan, the Option
      may be exercised by written notice to the Company at its principal office.
      The
      form of such notice is attached hereto and shall state the election to exercise
      the Option and the number of whole shares with respect to which it is being
      exercised; shall be signed by the person or persons so exercising the Option;
      and shall be accompanied by payment of the full exercise price of such shares.
      Only full shares will be issued. 

    


    [The
      Committee should select which of the following methods of payment
      will be permitted:]

    


    The
      exercise price shall be paid to the Company - 

    


    (a) in
      cash,
      or by certified check, bank draft, or postal or express money
      order;

    


    (b) through
      the delivery of Common Shares previously acquired by the Optionee;

    


    (c) by
      delivering a properly executed notice of exercise of the Option to the Company
      and a broker, with irrevocable instructions to the broker promptly to deliver
      to
      the Company the amount necessary to pay the exercise price of the
      Option;

    


    (d) in
      Common
      Shares newly acquired by the Optionee upon exercise of the Option (which shall
      constitute a disqualifying disposition with respect to this ISO);

    


    (e) in
      any
      combination of (a), (b), (c), or (d) above.

    


    [In
      the
      event the exercise price is paid, in whole or in part, with Common Shares,
      the
      portion of the exercise price so paid shall be equal to the Fair Market Value
      of
      the Common Shares surrendered on the date of exercise.]

     

    
      
        
        

      

      
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    Upon
      receipt of notice of exercise and payment, the Company shall deliver a
      certificate or certificates representing the Common Shares with respect to
      which
      the Option is so exercised. The Optionee shall obtain the rights of a
      shareholder upon receipt of a certificate(s) representing such Common
      Shares.

    


    Such
      certificate(s) shall be registered in the name of the person so exercising
      the
      Option (or, if the Option is exercised by the Optionee and if the Optionee
      so
      requests in the notice exercising the Option, shall be registered in the name
      of
      the Optionee and the Optionee’s spouse, jointly, with right of survivorship),
      and shall be delivered as provided above to, or upon the written order of,
      the
      person exercising the Option. In the event the Option is exercised by any person
      after the death or disability (as determined in accordance with Section 22(e)(3)
      of the Code) of the Optionee, the notice shall be accompanied by appropriate
      proof of the right of such person to exercise the Option. All Common Shares
      that
      are purchased upon exercise of the Option as provided herein shall be fully
      paid
      and non-assessable.

    


    Upon
      exercise of the Option, Optionee shall be responsible for all employment and
      income taxes then or thereafter due (whether Federal, State or local), and
      if
      the Optionee does not remit to the Company sufficient cash (or, with the consent
      of the Committee, Common Shares) to satisfy all applicable withholding
      requirements, the Company shall be entitled to satisfy any withholding
      requirements for any such tax by disposing of Common Shares at exercise,
      withholding cash from Optionee’s salary or other compensation or such other
      means as the Committee considers appropriate to the fullest extent permitted
      by
      applicable law. Nothing in the preceding sentence shall impair or limit the
      Company’s rights with respect to satisfying withholding obligations under
      Section 10 of the Plan.

    


    6. Non-Transferability
      of Option.
      This
      Option is not assignable or transferable, in whole or in part, by the Optionee
      other than by will or by the laws of descent and distribution. During the
      lifetime of the Optionee, the Option shall be exercisable only by the Optionee
      or, in the event of his or her disability, by his or her guardian or legal
      representative.

    


    7. Termination
      of Employment by Optionee.
      If the
      Optionee’s employment with the Company and all Related Corporations is
      terminated by the Optionee for any reason (other than death or disability or
      with Good Reason) prior to the Expiration Date, this Option may be exercised,
      to
      the extent of the number of Common Shares with respect to which the Optionee
      could have exercised it on the date of such termination of employment by the
      Optionee at any time prior to the earlier of (i) the Expiration Date, or (ii)
      ninety (90) days after such termination of employment. Any part of the Option
      that was not exercisable immediately before the Optionee’s termination of
      employment shall terminate at that time.

    


    8. Disability.
      If the
      Optionee becomes disabled (as determined in accordance with section 22(e)(3)
      of
      the Code) during his or her employment and, prior to the Expiration Date, the
      Optionee’s employment is terminated as a consequence of such disability, this
      Option may be exercised, to the extent of the number of Common Shares with
      respect to which the Optionee could have exercised it on the date of such
      termination of employment by the Optionee or by the Optionee’s legal
      representative at any time prior to the earlier of (i) the Expiration Date
      or
      (ii) ninety (90) days after such termination of employment. Any part of the
      Option that was not exercisable immediately before the Optionee’s termination of
      employment shall terminate at that time. 

     

    
      
        
        

      

      
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    9. Termination
      of Employment by Company without Cause or by Optionee with Good
      Reason.
      If the
      Optionee’s employment with the Company and all Related Corporations is
      terminated by the Company for any reason other than Cause (or is terminated
      by
      the Optionee for Good Reason) prior to the Expiration Date, this Option may
      be
      exercised, to the extent of the number of Common Shares with respect to which
      the Optionee could have exercised it on the date of such termination of
      employment by the Optionee at any time prior to the earlier of (i) the
      Expiration Date, or (ii) one year after such termination of employment. Any
      part
      of the Option that was not exercisable immediately before the Optionee’s
      termination of employment shall terminate at that time.

    


    10. Death.
      If the
      Optionee dies during his or her employment and prior to the Expiration Date,
      or
      if the Optionee’s employment is terminated for any reason (as described in
      Paragraphs 7, 8 and 9) and the Optionee dies following his or her
      termination of employment but prior to the earliest of (i) the Expiration Date,
      or (ii) the expiration of the period determined under Paragraph 7, 8 or 9
      (as applicable to the Optionee) this Option may be exercised, to the extent
      of
      the number of Common Shares with respect to which the Optionee could have
      exercised it on the date of his or her death by the Optionee’s estate, personal
      representative or beneficiary who acquired the right to exercise this Option
      by
      bequest or inheritance or by reason of the Optionee’s death, at any time prior
      to the earlier of (i) the Expiration Date or (ii) one year after the date of
      the
      Optionee’s death. Any part of the Option that was not exercisable immediately
      before the Optionee’s death shall terminate at that time. 

    


    11. Termination
      for Cause.
      If the
      Optionee’s employment with the Company and all Related Corporations is
      terminated by the Company for Cause prior to the Expiration Date, any
      unexercised portion of this Option shall immediately terminate at that
      time.

    


    12. Disqualifying
      Disposition of Option Shares.
      The
      Optionee agrees to give written notice to the Company, at its principal office,
      if a “disposition” of the Common Shares acquired through exercise of the Option
      granted hereunder occurs at any time within two years after the Grant Date
      or
      within one year after the transfer to the Optionee of such shares. Optionee
      acknowledges that if such disposition occurs, the Optionee generally will
      recognize ordinary income as of the date the Option was exercised in an amount
      equal to the lesser of (i) the Fair Market Value of the Common Shares on the
      date of exercise minus the exercise price, or (ii) the amount realized on
      disposition of such shares minus the exercise price. If requested by the Company
      at the time of and in the case of any such disposition, Optionee shall pay
      to
      the Company an amount sufficient to satisfy the Company’s federal, state and
      local withholding tax obligations with respect to such disposition. The
      provisions of this Section 12 shall apply, whether or not the Optionee is in
      the
      employ of the Company at the time of the relevant disposition. For purposes
      of
      this Paragraph, the term “disposition” shall have the meaning assigned to such
      term by section 424(c) of the Code.

     

    
      
        
        

      

      
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    13. Securities
      Matters.
      (a) If,
      at any time, counsel to the Company shall determine that the listing,
      registration or qualification of the Common Shares subject to the Option upon
      any securities exchange or under any state or federal law, or the consent or
      approval of any governmental or regulatory body, or that the disclosure of
      non-public information or the satisfaction of any other condition is necessary
      as a condition of, or in connection with, the issuance or purchase of Common
      Shares hereunder, such Option may not be exercised, in whole or in part, unless
      such listing, registration, qualification, consent or approval, or satisfaction
      of such condition shall have been effected or obtained on conditions acceptable
      to the Board of Directors. The Company shall be under no obligation to apply
      for
      or to obtain such listing, registration or qualification, or to satisfy such
      condition. The Committee shall inform the Optionee in writing of any decision
      to
      defer or prohibit the exercise of an Option. During the period that the
      effectiveness of the exercise of an Option has been deferred or prohibited,
      the
      Optionee may, by written notice, withdraw the Optionee’s decision to exercise
      and obtain a refund of any amount paid with respect thereto.

    


    (b) The
      Company may require: (i) the Optionee (or any other person exercising the Option
      in the case of the Optionee’s death or Disability) as a condition of exercising
      the Option, to give written assurances, in substance and form satisfactory
      to
      the Company, to the effect that such person is acquiring the Common Shares
      subject to the Option for his or her own account for investment and not with
      any
      present intention of selling or otherwise distributing the same, and to make
      such other representations or covenants; and (ii) that any certificates for
      Common Shares delivered in connection with the exercise of the Option bear
      such
      legends, in each case as the Company deems necessary or appropriate, in order
      to
      comply with federal and applicable state securities laws, to comply with
      covenants or representations made by the Company in connection with any public
      offering of its Common Shares or otherwise. The Optionee specifically
      understands and agrees that the Common Shares, if and when issued upon exercise
      of the Option, may be “restricted securities,” as that term is defined in Rule
      144 under the Securities Act of 1933 and, accordingly, the Optionee may be
      required to hold the shares indefinitely unless they are registered under such
      Securities Act of 1933, as amended, or an exemption from such registration
      is
      available.

    


    (c) The
      Optionee shall have no rights as a shareholder with respect to any Common Shares
      covered by the Option (including, without limitation, any rights to receive
      dividends or non-cash distributions with respect to such shares) until the
      date
      of issue of a stock certificate to the Optionee for such Common Shares. No
      adjustment shall be made for dividends or other rights for which the record
      date
      is prior to the date such stock certificate is issued.

    


    14. Governing
      Law.
      This
      Option Agreement shall be governed by the applicable Code provisions to the
      maximum extent possible. Otherwise, the laws of the State of Delaware (without
      reference to the principles of conflict of laws) shall govern the operation
      of,
      and the rights of the Optionee under, the Plan and Options granted thereunder.
      

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement
      to
      be duly executed by its duly authorized officer, and the Optionee has hereunto
      set his or her hand and seal, all as of the ______ day of ______,
      200__.

    
       

      
        	 	 	 
	 	CHINA
                CLEAN ENERGY
                INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

                Name:

                Title:

              
	 	
              	 
	 	
                

                Optionee

              
	 	
                 

              

 

    

    
      
        
        

      

      
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    CHINA
      CLEAN ENERGY INC.

    2008
      Equity Incentive Plan

    


    Notice
      of
      Exercise of Incentive Stock Option

    


    


    I
      hereby
      exercise the incentive stock option granted to me pursuant to the Incentive
      Stock Option Agreement dated as of _______, 2008, by China Clean Energy Inc.
      (the “Company”), with respect to the following number of shares of the Company’s
      common stock (“Shares”), par value $0.001 per Share, covered by said
      option:

    


    
      	
              Number
                of Shares to be purchased:

            	
              _______

            
	 	 
	
              Purchase
                price per Share:

            	
              $_______

            
	 	 
	
              Total
                purchase price:

            	
              $_______

            


    

    

      
        	
                o

              	
                A.

              	
                Enclosed
                  is cash or my certified check, bank draft, or postal or express
                  money
                  order in the amount of $________ in full/partial [circle
                  one]
                  payment for such Shares;

              


      

      


      and/or

      


      
        	
                
                  o

                

              	
                B.

              	
                Enclosed
                  is/are          
                   Share(s)
                  with a total fair market value of $    
                   on
                  the date hereof in full/partial [circle
                  one]
                  payment for such Shares;

              


      

      


      and/or

      


      
        	
                
                  o

                

              	
                C.

              	
                I
                  have provided notice to          
                   [insert
                  name of broker],
                  a
                  broker, who will render full/partial [circle
                  one]
                  payment for such Shares. [Optionee
                  should attach to the notice of exercise provided to such broker
                  a copy of
                  this Notice of Exercise and irrevocable instructions to pay to
                  the Company
                  the full/partial (as elected above) exercise
                  price.]

              


      

      


      and/or

      


      
        	
                
                  o

                

              	
                D.

              	
                I
                  elect to satisfy the payment for Shares purchased hereunder by
                  having the
                  Company withhold newly acquired Shares pursuant to the exercise
                  of the
                  Option. I understand that this will result in a “disqualifying
                  disposition,” as described in Section 12 of my Incentive Stock Option
                  Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Please
        have the certificate or certificates representing the purchased Shares
        registered in the following name or names* :
                                                                           ;
        and sent
        to                                                 .

      


      


      
        	
                DATED:                 ___,
                  20__

              	
                 

              
	 	
                Optionee’s
                  Signature

              


      

      

        

        
          
            	
                    *

                  	
                    Certificates
                      may be registered in the name of the Optionee alone or in the
                      joint names
                      (with right of survivorship) of the Optionee and his or her
                      spouse.
                      

                  


          

           

          
            
              
              

            

            
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