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                                                                    EXHIBIT 10.4

                 NON-DISCLOSURE, NON-COMPETITION AND PROPRIETARY
                              INFORMATION AGREEMENT

     In partial consideration and as a condition of my [employment] by WUXI
SUNTECH POWER CO., LTD. (the "Company"), and effective as of the date that my
employment by Company first commenced, I hereby agree as follows:

1. NON-DISCLOSURE

     A.   I will hold all Company Confidential Information in confidence and
          will not disclose, use, copy, publish, summarize, or remove from the
          premises of Company any Confidential Information, except(a)as a
          necessary to carry out my assigned responsibilities as a Company
          employee, and (b) after termination of my employment, only as
          specifically authorized in writing by an officer of Company. However,
          I shall not be obligated under this paragraph with respect to
          information I can document is or becomes readily publicly available
          without restriction through no fault of mine. "CONFIDENTIAL
          INFORMATION" shall mean all information related to any aspect of the
          business of Company which is either information not known by actual or
          potential competitors of Company or is proprietary information of
          Company, whether of a technical nature or otherwise. Confidential
          Information includes inventions, disclosures, processes, systems,
          methods, formulae, devices, patents, patent applications, trademarks,
          intellectual properties, instruments, materials, products, patterns,
          compilations, programs, techniques, sequences, designs, research or
          development activities and plans, specifications, computer programs,
          source codes, costs of production, prices or other financial data,
          volume of sales, promotional methods, marketing plans, lists of names
          or classes of customers or personnel, lists of suppliers, business
          plans, business opportunities or financial statements.

     B.   I will safeguard and keep confidential the proprietary information of
          customers, vendors, consultants and other parties with which Company
          does business to the same extent as if it were Company Confidential
          Information. I will not, during my employment with Company or
          otherwise, use or disclose to Company any confidential, trade secret
          or other proprietary information or material of any previous employer
          or other person, and I will not bring onto Company's premises any
          unpublished document or any other properly belonging to any former
          employer without the written consent of that former employer.

2. NON-COMPETITION

     A.   During my employment with Company, I will perform for Company such
          duties as it may designate from time to time and will devote my full
          time and best efforts to the business of Company and will not, without
          the prior written approval (i) an officer for Company if I am not an
          executive officer of Company or (ii) the board of Managers of Company
          if I am an executive officer for Company, (a) engage in any other
          professional employment or consulting, or (b) directly or indirectly
          participate in or assist any business which is a current or potential
          supplier,


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                                                                    EXHIBIT 10.4

          customer, or competitor of Company.

     B.   I agree that during the term of my employment with Company ( whether
          or not during business hours), I will not engage in any activity that
          is in any way competitive with the business or demonstrably
          anticipated business of Company, and I will not assist any other
          person or organization in competing or in preparing to compete with
          any business or demonstrably anticipated business of Company.

     C.   During the terms of my employment by Company and for one year
          thereafter, I shall not directly or indirectly, without the prior
          written consent of Company, solicit, recruit, encourage or induce any
          employees, officers, consultants, contractors or subcontractors of
          Company to leave the employ of Company, either on my own behalf or on
          behalf of any other person or entity.

3. PROPRIETARY INFORMATION

     A.   Upon termination of my employment, I will promptly return to Company
          all items containing or embodying Confidential Information (including
          all copies), except that I may keep my personal copies of (i) my
          compensation records, (ii)materials distributed to shareholders
          generally and (iii) this Agreement. All papers, records, data, notes,
          drawings, files, documents, samples, devices, products, equipment and
          other materials, including copies and in whatever form relating to the
          business of Company that I possess or create as a result of my Company
          employment, whether or not confidential, are the sole and exclusive
          property of Company. In the event of the termination or expiration of
          my employment, I will promptly deliver all such materials to Company.

     B.   All inventions, ideas, designs, circuits, schematics, formulas,
          algorithms, trade secrets, works of authorship, developments,
          processes, techniques, improvements, and related know-how which result
          from work performed by me , alone or with others, on behalf of Company
          or through access to Company confidential Information or property,
          whether or not patentable or copyrightable (collectively "INVENTIONS")
          shall be the property of Company, and to the extent permitted by law,
          shall be "works made for hire". I hereby assign and agree to assign to
          Company or its designee, without further consideration, my entire
          right, title and interest in and to all Inventions, including all
          rights to obtain, register, perfect and enforce patents, copyrights
          and other intellectual property protection for inventions. I will
          disclose promptly and in writing to the individual designated by
          Company or to my immediate supervisor all Inventions which I have made
          or reduced to practice. During my employment and for four years after,
          I will assist Company (at its expense) to obtain and enforce patents,
          copyrights and other forms of intellectual property protection on
          Inventions. If I use or disclose my own confidential information or
          intellectual property when acting within the scope of my employment or
          otherwise on behalf of Company, Company will have and I hereby grant
          Company a perpetual, irrevocable, worldwide royalty-free,
          non-exclusive, sublicensable right and license to exploit and exercise
          all such confidential information and intellectual property rights.

     C.   I have no entered into, and I agree I will not enter into, any
          agreement either


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                                                                    EXHIBIT 10.4

          written or oral in conflict with this Agreement or my employment with
          Company. I will not violate any agreement with or rights of any third
          party or, except as expressly authorized by Company in writing
          hereafter, use or disclose my own or any third party's confidential
          information or intellectual property when acting within the scope of
          my employment or otherwise on behalf of Company. Further, I have not
          retained anything containing any confidential information of a prior
          employer or other third party, whether or not created by me.

4. MISCELLANEOUS

     A.   I agree that this Agreement is not an employment contract and does not
          purport to set forth all of the terms and conditions of my employment.
          However, the terms of this Agreement shall supercede any inconsistent
          terms and can only be changed by a subsequent written agreement signed
          by Company's Chairman of the Board and myself.

     B.   I agree that my obligation under paragraphs 1, 2 and 3 of this
          Agreement shall continue in effect after termination of my employment,
          regardless of the reason or reasons for termination, and whether such
          termination is voluntary of involuntary on my part., and that Company
          is entitled to communicate my obligations under this Agreement to any
          further employer or potential employer of mine. My obligations under
          paragraphs 1,2 and 3 also shall be binding upon my heirs, executors,
          assigns, and administrators and shall inure to the benefit of Company,
          its subsidiaries, successors and assigns.

     C.   I agree that if one or more provisions of this Agreement are held to
          be illegal or unenforceable under applicable laws of the People's
          Republic of China, such illegal or unenforceable portion(s) shall be
          limited or excluded from this Agreement to be minimum extent required
          so that this Agreement shall otherwise remain in full force and effect
          and enforceable in accordance with its terms. I also understand that
          any breach of this Agreement will cause irreparable harm to Company
          for which damages would not be an adequate remedy, and, therefore,
          Company will be entitled to injunctive relief with respect thereto in
          addition to any other remedies.

     D.   I agree that this Agreement shall be executed in both English and
          Chinese and both language versions are equally effective.

     E.   I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE
          OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION, NO PROMISES
          OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS
          AGREEMENT, I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE,
          WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY
          COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.


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                                                                    EXHIBIT 10.4

Signature

Name of Employee:
                  -------------------
ID Card No.:
             ------------------------
Home Address:
              -----------------------

Accepted and Agreed by:

WUXI SUNTECH POWER CO., LTD.


By:
    ---------------------------------


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