LOCK-UP
      LETTER AGREEMENT

     

    Westminster
      Securities Corporation

    100
      Wall
      Street, 7th Floor

    New
      York,
      NY 10005

     

    Ladies
      and Gentlemen:

     

    The
      undersigned understands that you propose to act as placement agent in connection
      with a private placement (the “Offering”)
      of
      shares of common stock, par value $0.001 per share (the “Common
      Stock”),
      of
      China Clean Energy Inc., a Delaware corporation
      (the “Company”)
      and
      warrants to purchase shares of Common Stock of the Company. The undersigned
      recognizes that such Offering will be of benefit to the
      undersigned.

     

    In
      consideration of the foregoing, the
      undersigned hereby irrevocably agrees that, without the prior written consent
      of
      Westminster Securities Corporation (the “Placement
      Agent”),
      the
      undersigned will not, directly or indirectly, offer for sale, sell, pledge,
      or
      otherwise dispose of (or enter into any transaction or device that is designed
      to, or could be expected to, result in the disposition by any person at any
      time
      in the future of) 85% of any shares of Common Stock held on the date hereof
      (including, without limitation, shares of Common Stock that may be deemed to
      be
      beneficially owned by the undersigned in accordance with the rules and
      regulations of the Securities and Exchange Commission (such shares or
      securities, the “Beneficially
      Owned Shares”))
      or
      announce any intention to do any of the foregoing, for a period commencing
      on
      the date hereof and ending on the eighteen (18) month anniversary of the closing
      of the Offering (the “Lock-Up
      Period”).
      Furthermore, the undersigned hereby irrevocably agrees that, without the prior
      written consent of the Placement Agent, the undersigned will not, directly
      or
      indirectly, offer for sale, sell, pledge, or otherwise dispose of (or enter
      into
      any transaction or device that is designed to, or could be expected to, result
      in the disposition by any person at any time in the future of) the remaining
      15%
      of its Common Stock holdings on the date hereof (including, without limitation,
      any Beneficially Owned Shares) or announce any intention to do any of the
      foregoing, for a period commencing on the date hereof and ending on the earlier
      of (i) the 90th
      day
      following the date that each share of Common Stock issued in the Offering,
      and
      each share of Common Stock underlying the warrants issued in the Offering,
      has
      been registered for resale with the Securities and Exchange Commission pursuant
      to an effective registration statement or (ii) such date that each share of
      Common Stock issued in the Offering, and each share of Common Stock underlying
      the warrants issued in the Offering, may be resold pursuant to Rule 144 of
      the
      Securities Act of 1933, as amended, without limitation.

     

    In
      furtherance of the foregoing, the Company and its transfer agent are hereby
      authorized to decline to make any transfer of securities if such transfer would
      constitute a violation or breach of this Lock-Up Letter Agreement. In addition,
      the undersigned agrees that, without the prior written consent of the Placement
      Agent, it will not, during the Lock-Up Period make any demand for or exercise
      any right with respect to the registration of any shares of Common Stock or
      any
      security convertible into or exercisable or exchangeable for Common
      Stock.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Notwithstanding
      the foregoing, the undersigned may transfer any Beneficially Owned Shares or
      Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees
      thereof agree to be bound in writing by the restrictions set forth herein,
      (ii)
      by will or intestate, (iii) to any trust, partnership or limited liability
      company for the direct or indirect benefit of the undersigned or the immediate
      family of the undersigned, provided that the trustee of the trust, partnership
      or the limited liability company, as the case may be, agrees to be bound in
      writing by the restrictions set forth herein, and provided further that any
      such
      transfer shall not involve a disposition for value, (iv) to the extent
      applicable, as distributions to a wholly-owned subsidiary of the undersigned
      or
      to the direct or indirect members or partners of the undersigned, provided,
      however, that (A) it shall be a condition to such transfer that the transferee
      (if not already subject to this Lock-Up Letter Agreement) execute an agreement
      stating that such transferee is receiving and holding such capital stock subject
      to the provisions of this Lock-Up Letter Agreement and there shall be no further
      transfer of such capital stock except in accordance with this Lock-Up Letter
      Agreement, and (B) such transfer shall not involve a disposition for value,
      (v)
      to a nominee or custodian of a person or entity to whom a disposition or
      transfer would be permissible under clauses (i) through (iv), or (vi) with
      the
      prior written consent of the Placement Agent. For purposes of this Lock Up
      Agreement, “immediate family” shall mean any relationship by blood, marriage or
      adoption, not more remote than first cousin. 

     

    It
      is
      understood that, if the Company notifies the Placement Agent that it does not
      intend to proceed with the Offering, then the undersigned will be released
      from
      its obligations under this Lock-Up Letter Agreement.

     

    The
      undersigned understands that the Company and the Placement Agent
      will proceed
      with the Offering in reliance on this Lock-Up Letter Agreement and the
      representations set forth herein. Whether or not the Offering actually occurs
      depends on a number of factors, including market conditions. 

     

    


     

    [Signature
      page follows]

     

    
      
         

      

      
        -
          2 -

        
          

        

      

      
         

      

    


    The
      undersigned hereby represents and warrants that the undersigned has full power
      and authority to enter into this Lock-Up Letter Agreement and that, upon
      request, the undersigned will execute any additional documents necessary in
      connection with the enforcement hereof. The undersigned further confirms that
      the agreements of the undersigned herein are irrevocable and any obligations
      of
      the undersigned shall be binding upon the heirs, personal representatives,
      successors and assigns of the undersigned.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

            
	 	 


    

     

    
      	 	Company affiliation:
	 	 	 	 
	 	Officer o	Director o 	5% Stockholder o


    

    
       

    

    Dated:
      _______________

    


    


    Acknowledged
      and Agreed:

    


    CHINA
      CLEAN ENERGY INC.

    


    


    By:______________________________

    Name:
      Gary Zhao

    Title:
      Chief Financial Officer

    


    Dated:_______________