Waiver
      and Consent 

    


    Reference
      is made to that certain Securities Purchase Agreement, dated as of June 13,
      2007
      (the “SPA”),
      by
      and among China Solar & Clean Energy, Inc., a Nevada corporation (the
“Company”),
      and
      the investors listed on the schedule attached thereto (the “Investors”).
      

    


    Capitalized
      terms used but not otherwise defined herein shall have the meanings ascribed
      to
      such terms in the SPA and the Registration Rights Agreement (as defined below),
      as the case may be. 

    


    WHEREAS,
      the Company is contemplating raising capital in the amount of approximately
      $11,260,000 through the issuance of 4,691,667 shares of the Company’s common
      stock (“New
      Common”)
      at a
      purchase price of $2.40 per share (collectively, the “Proposed
      Financing”)
      with a
      number of investors (the “New
      Investors”)
      in
      accordance with the terms of a Securities Purchase Agreement (“New
      SPA”)
      to be
      entered into with such New Investors.

    


    WHEREAS,
      pursuant to Section 6.13 of the SPA, each Investor has the right to participate
      in any subsequent funding by the Company on a pro rata basis, based on the
      percentage that (a) the number of such Investor’s Percentage Shares (without
      regard to the 4.9% Limitation but excluding shares of Common Stock issuable
      upon
      exercise of Warrants) bears to (b) the total number of shares of Common Stock
      outstanding plus the number of Shares issuable upon conversion of the Series
      A
      Preferred Stock and any other series of convertible preferred stock or debt
      securities (without regard to the 4.9% Limitations any other limitations on
      exercise such other convertible preferred stock or debt securities). The term
      “Percentage
      Shares”
shall
      mean the number of Total Shares less the number of shares of Common Stock
      issuable upon exercise of outstanding Warrants. Section 6.13 applies to each
      such offering based on the total purchase price of the securities being offered
      by the Company. 

    


    Each
      of
      the Investors hereby expressly agrees that any right of participation of any
      Investor provided under the SPA shall not apply to any issuance of New Common
      to
      the New Investors in the Proposed Financing. Each of the Investors also waives
      any other rights such Investor may have under the SPA that may be triggered
      by
      the Proposed Financing and hereby consents to the Proposed Financing.


    


    Reference
      is also made to that certain Registration Rights Agreement, dated as of June
      13,
      2007 (the “Registration
      Rights Agreement),
      by and
      among the Company and the Investors entered into in connection with the
      SPA.
      

    


    Under
      the
      Registration Rights Agreement, the Company was required to prepare and file
      a
      registration statement covering the sale of the “Registrable Securities” as
      defined in the Registration Rights Agreement. “Registrable
      Securities”
are
      defined to mean and include the Shares issuable upon conversion of the Series
      A
      Preferred Stock and upon exercise of the Warrants issued pursuant to the
      Securities Purchase Agreement. As to any particular Registrable Securities,
      such
      securities cease to be Registrable Securities when (a) they have been
      effectively registered under the 1933 Act and disposed of in accordance with
      the
      registration statement covering them, or (b) they are or may be freely traded
      without registration pursuant to Rule 144. On February 7, 2008 a registration
      statement with respect to certain of the Registrable Securities was declared
      effective. Under the Registration Rights Agreement the Company is required
      to
      file additional registration statements to register the remaining Registrable
      Securities on the earliest date permissible under SEC guidelines and the Company
      is not permitted to file any registration statement with respect to other
      securities if the effect thereof would be to impair the ability of the Investors
      to have registered the maximum number of Registrable Securities which are
      permitted based on SEC Guidance. In addition, under the terms of the
      Registration Rights Agreement, the Investors have certain piggyback registration
      rights with respect to any other registration statements. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Under
      the
      terms of a Registration Rights Agreement to be entered into with New Investors
      in the Proposed Financing (the “New
      Registration Rights Agreement”),
      the
      Company is, among other things, required to file a registration statement within
      45 days of the execution of the New SPA to register for resale by the New
      Investors the New Common and to have that registration statement declared
      effective within 150 days of the closing date of the Proposed Financing.


    


    Each
      of
      the Investors hereby consents to the execution and delivery by the Company
      of
      the New Registration Rights Agreement and the performance by the Company of
      its
      obligations thereunder. None of the Investors will object or take any action
      that might interfere with the Company’s ability to perform in a timely manner
      its obligations to the New Investors under the New Registration Rights Agreement
      and, to facilitate the Proposed Financing, hereby waives any further rights
      such
      Investor may have under the Registration Rights Agreement. 

     

    Miscellaneous.
      

     

    
      	 	
              (a)

            	
              Amendments
                and Waivers.
                The provisions of this Waiver, including the provisions of this sentence,
                may not be amended, modified or supplemented, and waivers or consents
                to
                departures from the provisions hereof may not be given, unless the
                same
                shall be in writing and signed by the Company and the party affected
                thereby. 

            


    

     

    
      	 	
              (b)

            	
              Notices.
                Any and all notices or other communications or deliveries required
                or
                permitted to be provided hereunder shall be delivered as set forth
                in the
                SPA. 

            


    

     

    
      	 	
              (c)

            	
              Successors
                and Assigns.
                This Waiver shall inure to the benefit of and be binding upon the
                successors and permitted assigns of each of the parties.
                

            


    

     

    
      	 	
              (d)

            	
              Execution
                and Counterparts.
                This Wavier may be executed in any number of counterparts, each of
                which
                when so executed shall be deemed to be an original and, all of which
                taken
                together shall constitute one and the same Agreement and shall become
                effective when counterparts have been signed by each party and delivered
                to the other parties hereto, it being understood that all parties
                need not
                sign the same counterpart. In the event that any signature is delivered
                by
                facsimile transmission, such signature shall create a valid binding
                obligation of the party executing (or on whose behalf such signature
                is
                executed) the same with the same force and effect as if such facsimile
                signature were the original thereof.


            


    

     

    
      
        
        

      

      
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              (e)

            	
              Governing
                Law.
                All questions concerning the construction, validity, enforcement
                and
                interpretation of this Waiver shall be determined in accordance with
                the
                provisions of the SPA. 

            


    

     

    
      	 	
              (f)

            	
              Severability.
                If any term, provision, covenant or restriction of this Waiver is
                held by
                a court of competent jurisdiction to be invalid, illegal, void or
                unenforceable, the remainder of the terms, provisions, covenants
                and
                restrictions set forth herein shall remain in full force and effect
                and
                shall in no way be affected, impaired or invalidated, and the parties
                hereto shall use their commercially reasonable efforts to find and
                employ
                an alternative means to achieve the same or substantially the same
                result
                as that contemplated by such term, provision, covenant or restriction.
                It
                is hereby stipulated and declared to be the intention of the parties
                that
                they would have executed the remaining terms, provisions, covenants
                and
                restrictions without including any of such that may be hereafter
                declared
                invalid, illegal, void or unenforceable.


            


    

     

    
      	 	
              (g)

            	
              Headings.
                The headings in this Waiver are for convenience only, do not constitute
                a
                part of the Agreement and shall not be deemed to limit or affect
                any of
                the provisions hereof.

            


    

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Waiver and Consent as of
      February 20, 2008.

     

    
      
        	 	 	 
	 	BARRON
                PARTNERS, LLC 
	 
 	 
 	 
 
	 	By:	/s/ Andrew
                Worden
	 	Name:	Andrew
                Worden
	 	Title:	 


      


      	 	 	 
	 	EOS
              HOLDINGS, LLC 
	 
 	 
 	 
 
	 	By:	/s/ Jon
              Carnes
	 	Name:	 
	 	Title:	 
	 	 	 
	 	/s/
              Matthew
              Hayden
	 	
              Matthew
                Hayden

            


    

     

    
      
        
        

      

      
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