Three
        Party Strategic Cooperation Agreement

      


      This
        agreement is entered into by the following three parties:

      


      A:
        Tianjin Huanou Semiconductor Material Technology Co, Ltd

      Address:
        #152 Zhanggui Road, Hedong Disrict, Tianjin

      Zip:
        300161

      


      B:
        Perfectenergy (Shanghai) Co., Ltd

      Address:
        #479 Youdong Road, Xinzhuang, Shanghai

      Zip:
        201100

      


      C:
        Shanghai Solar Science & Technology Co., Ltd

      Address:
        #555 Shennan Road, Xinzhuang Industrial District, Minhang District,
        Shanghai

      Zip:
        201108

      


      According
        to the “The Economic Contract Law of the People’s Republic of China”, Parties A,
        B and C sign this agreement after friendly negotiation. This agreement states
        that Party A shall provide Party B solar silicon film, which Party B shall
        process into velvet (textured) silicon film or solar cell film and shall
        sell to
        Party C.

      


      
        	
                1.

              	
                Party
                  B shall purchase the following item from Party
                  A:

              


      

      CZ
        solar
        monocrystalline silicon film, the dimension is adjusted to 126mm X 126 mm
        ±0.5mm
        quasi-side element, Diagonal Diameter F
        =
        150mm.

        


        
          	
                  2.

                	
                  Supply
                    Quantity and Delivery Time:

                


        

        From
          May
          2007 to October 2007, the delivery quantity is listed as follows:

        
          	 	
                  May

                	
                  June

                	
                  July

                	
                  August

                	
                  September

                	
                  October

                
	
                  Total
                    (pieces)

                	
                  150,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                


        

        The
          product shall be delivered once a week.

        


        
          	
                  3.

                	
                  Payment
                    method between Party A and B:

                


        

        From
          the
          date of signing this agreement, after Party A delivers the product to Party
          B,
          payment shall be calculated on the 11th,
          18th
          and
          27th
          of each
          month and shall be paid in full for the month.

        


        From
          May
          2007 to October 2007, the amount of payment is listed as follows:

        
          	 	
                  May

                	
                  June

                	
                  July

                	
                  August

                	
                  September

                	
                  October

                
	
                  Total
                    (pieces)

                	
                  150,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                
	
                  Payment
                    (Yuan)

                	
                  7,050,000.00

                	
                  21,150,000.00

                	
                  21,150,000.00

                	
                  21,150,000.00

                	
                  21,150,000.00

                	
                  21,150,000.00

                


        

         

        
          	
                  4.

                	
                  Party
                    C purchases the following product from Party
                    B:

                


        

        126mm
          X
          126mm F
          150mm
          solar monocrystalline silicon film, with velvet (textured) surface
          finishing

        126mm
          X
          126mm F
          150mm
          solar monocrystalline silicon cell film


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        


        
          	
                  5.

                	
                  Supply
                    Quantity and Delivery Time

                


        

        From
          May
          2007 to October, 2007, the delivery amount is listed as follows:

        
          	 	
                  May

                	
                  June

                	
                  July

                	
                  August

                	
                  September

                	
                  October

                
	
                  Total
                    (pieces)

                	
                  150,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                	
                  450,000

                
	
                  #
                    of Cell Film (pieces)

                	
                  50,000

                	
                  150,000

                	
                  150,000

                	
                  150,000

                	
                  150,000

                	
                  150,000

                
	
                  #
                    of Velvet Film (pieces)

                	
                  100,000

                	
                  300,000

                	
                  300,000

                	
                  300,000

                	
                  300,000

                	
                  300,000

                


        

        The
          products will be delivered once a week.

        


        
          	
                  6.

                	
                  Three
                    Party Payment Method:

                


        

        
          	 	
                  1)

                	
                  From
                    June to October, 2007, Party A shall provide Party B the specified
                    quantity of conforming solar silicon films in batches as stated
                    in this
                    agreement. Party B shall pay Party A the full amount on time
                    according to
                    the payment term to avoid production delay due to funding issues.
                    If
                    delivery is delayed due to party B’s funding issue, Party A shall not be
                    responsible.

                


        

        
          	 	
                  2)

                	
                  From
                    June to October, 2007, Party B shall provide Party C the specified
                    quantity of conforming velvet solar silicon films and solar cell
                    films in
                    batches as stated in this agreement. Party C shall pay Party
                    B the full
                    amount on time according to the payment term to avoid production
                    delay due
                    to funding issues. If delivery is delayed due to party C’s funding issue,
                    Party B shall not be responsible.

                


        

        
          	 	
                  3)

                	
                  Due
                    to the unconventional mechanical parameters of the product as
                    stated in
                    this three-party agreement, Party A shall produce the special
                    product
                    according to Parties B and C’s specifications. Because this type of
                    product has no other intended user, if there is a sudden change
                    in the
                    course of carrying out this agreement, Party A shall be informed
                    in
                    advance, and Parties B and C shall take and use all of the products
                    in
                    production at the time.

                


        

        From
          the
          date of signing this agreement, party B shall deliver the product to Party
          C in
          batches. Both parties agree that the payment will be calculated on 8th,
          16th
          and
          25th
          of each
          month, with the payment for the month to be paid in full.

        


        
          	
                  7.

                	
                  Product
                    Testing and Acceptance

                


        

        Parties
          B
          and C shall inspect the quality and quantity within 5 days of receiving
          the
          products according to the content of this agreement. If any product does
          not
          meet the specified requirement, Parties B and C shall inform Party A in
          writing.
          If no written notice is received within the time period stated, the products
          shall be deemed to be examined and accepted.

        Parties
          B
          and C can refuse to accept any batch of products that does not meet the
          required
          standard.

        For
          any
          product that does not pass the testing standard, Party B may request a
          replacement from Party A and Party C may request a replacement from Party
          B.

        


        
          	
                  8.

                	
                  Dispute
                    Resolution

                


        

        During
          the term of this agreement, any dispute shall be resolved through discussion
          and
          negotiation of the parties. If a resolution can not be reached after
          negotiation, the disputing parties may file a law suit at the local People’s
          Court where the agreement is signed. The court’s decision regarding the dispute
          will be deemed final.


        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        Party
          A:
          Tianjin Huanou Semiconductor Material Technology Co, Ltd

        Signature:

        Stamp:

        Date:
          June 6, 2007

        [Company
          Seal]

        


        Party
          B:
          Perfectenergy (Shanghai) Co., Ltd

        Signature:
          

        Stamp:

        Date:
          June, 6 2007

        [Company
          Seal]

        


        Party
          C:
          Shanghai Solar Science & Technolofy Co., Ltd

        Signature:

        Stamp:

        Date:

        [Company
          Seal]