FORM
OF CONSENT AND CONVERSION

    


    
      	
               
      

            	
              1.

            	
              Shareholder. The
      undersigned (“Shareholder”) represents
      that it is a shareholder of US SolarTech, Inc, a Delaware corporation (the
      “Company”).
      

            


    

    


    
      	
               
      

            	
              2.

            	
              Consent to Premium
      Conversion.  The Shareholder acknowledges that prior to
      the execution hereof, the Company was obligated to make a cash payment in
      the amount set forth on Schedule 1
      hereto to the Shareholder if the conditions to conversion set forth
      in  Schedule 1
      hereto were met (the “Cash
      Payment”).  Shareholder hereby irrevocably waives any
      right to the Cash Payment in exchange for the Company’s issuance to
      Shareholder a number of shares of the Company’s common stock equal to the
      Cash Payment divided by the Conversion Price (the “Conversion
      Shares”).  The Conversion Price shall be equal to the
      lower of (i) $1.80 and (2) 10% of the per-share purchase price paid by an
      investor in the Company’s common stock between the date hereof and August
      31, 2009 (the “Cutoff
      Date”), provided that not withstanding any provision herein, the
      Conversion Price shall not be lower than $1.50.  Shareholder
      acknowledges that payment of the Conversion Shares is fair and reasonable
      consent for its waiver hereunder. In the event that the Conversion Price
      shall be adjusted prior to the Cutoff Date pursuant to the terms set forth
      herein, then the Company shall issue to Investor any additional Conversion
      Shares to which Shareholder is
entitled.

            


    

    


    
      	
               
      

            	
              3.

            	
              Condition. The Company’s
      obligation to accept this Form of Consent and Conversion shall be
      contingent on the Company having received total Forms of Consent and
      Conversion in respect of $250,000 in the aggregate prior to June 30, 2009,
      unless extended and/or waived by the
Company.

            


    

    


    
      	
               
      

            	
              4.

            	
              Entire
      Agreement.  This document contains the entire agreement
      of the parties with respect to the subject matter hereof, and shall
      supersede any and all other
agreement.

            


    

    


    
      	
               
      

            	
              5.

            	
              Cooperation. Investor agrees to execute any
      and all other documents, and to take any other action or corporate
      proceedings, which may be necessary or desirable to effect the
      Conversion.

            


    

    


    
      	
               
      

            	
              6.

            	
              Governing Law and Dispute
      Resolution. Any controversy, claim or dispute arising out of or
      relating to the construction, interpretation, performance, breach,
      termination, enforceability or validity of this Agreement or the
      arbitration provisions contained herein, including without limitation the
      determination of whether a party has waived its rights to arbitration
      hereunder or the enforceability of the arbitration provisions hereunder,
      shall be determined by arbitration in accordance with the rules of the
      American Arbitration Association.  The arbitration shall take
      place in New York, New York.  This document shall be governed by
      the laws of the State of Delaware, without regard to conflicts of law
      provisions therein.

            


    


    
      
        
          


           

        

         


      

      
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              7.

            	
              Release.  In
      respect of the above consideration, Shareholder, for itself and its
      executors, agents, administrators and representatives, hereby voluntarily,
      irrevocably and unconditionally releases, acquits and forever discharges
      the Company and their respective present and former officers, directors,
      employees, shareholders, consultants, attorneys, advisors, agents,
      successors and representatives, and all persons acting by, through, under
      or in concert with any of them, and any successors and assigns (whether
      any of the aforementioned individuals were acting as agents for the
      Company or its subsidiaries, affiliates or divisions, or in their
      individual capacities) (collectively, the “Released Parties”) from
      any and all claims, demands, and causes of action which Investor or its
      heirs, executors, administrators or personal representatives now have,
      ever had or may hereafter have, whether known or unknown, suspected or
      unsuspected, in each case to the extent relating to the consummation of
      the transactions contemplated hereby, other than with respects to
      enforcement of the rights of Shareholder described herein as rights of
      Shareholder in connection with such
transaction.

            


    

     

    
      	
               
      

            	
              8.

            	
              REPRESENTATION
      BY COUNSEL. INVESTOR ACKNOWLEDGES THAT INVESTOR HAS BEEN REPRESENTED BY
      SUCH LEGAL AND TAX COUNSEL AND OTHER PROFESSIONALS, EACH OF WHOM HAS BEEN
      PERSONALLY SELECTED BY INVESTOR, AS INVESTOR HAS FOUND NECESSARY TO
      CONSULT CONCERNING THE TERMS AND CONDITIONS SET FORTH HEREIN, AND SUCH
      REPRESENTATION HAS INCLUDED AN EXAMINATION OF ALL APPLICABLE DOCUMENTS AND
      AN ANALYSIS OF ALL TAX, FINANCIAL, AND SECURITIES LAW ASPECTS THEREOF
      DEEMED TO BE NECESSARY. INVESTOR, TOGETHER WITH INVESTOR’S COUNSEL,
      INVESTOR’S ADVISORS, AND SUCH OTHER PERSONS, IF ANY, WITH WHOM INVESTOR
      HAS FOUND IT NECESSARY OR ADVISABLE TO CONSULT, HAVE SUFFICIENT KNOWLEDGE
      AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS TO EVALUATE THE TERMS AND
      CONDITIONS SET FORTH IN THIS WAIVER AND CONSENT TO MAKE AN INFORMED
      INVESTMENT DECISION WITH RESPECT
THERETO.

            


    

     

    ALTERNATIVELY,
INVESTOR HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ADVISORS AND HAS
DECLINED TO DO SO. INVESTOR HAS BEEN GIVEN THE OPPORTUNITY FOR A REASONABLE TIME
PERIOD PRIOR TO EVALUATE THIS WAIVER AND CONSENT AND ASK QUESTIONS OF THE
COMPANY IN CONNECTION THEREWITH.

     

    [REMAINDER
INTENTIONALLY BLANK]


    
      
        
          


           

        

         


      

      
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    IN
WITNESS WHEREOF, Shareholder has executed this Consent to Premium Conversion, as
of the date set forth below.

    


    [Shareholder
Name]

    


    ________________

    


    Date:___________

    


    Shareholder
Address:

    __________________

    __________________

    __________________

    __________________

    


    AGREED
AND ACCEPTED

    


    US
SOLARTECH, INC.

    


    
      
        	 
      	
                /s/

              
	
                By:

              	
                Steven
      Phillips

              
	 
      	
                Chief
      Financial Officer/Treasurer

              


      

    

    


    Date:  June
16, 2009


    
      
        
          


           

        

         


      

      
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    Schedule
1

     to

    Form
of Consent and Conversion

    


    
      	
              Investor
      Name:

            	 
      	 
      
	 
      	 
      	 
      
	
              Round
      of Investment in which

              Investor
      Participated:

            	 
      	 
      
	 
      	 
      	 
      
	
              Amount
      of Cash Payment:

            	
              $

            	 
      
	 
      	 
      	 
      
	
              Conditions
      to Company’s obligation to pay the Cash Payment:

            	 
      	 
      
	 
      	 
      
	
              Total
      number of shares issuable upon execution hereof in exchange for –waiving
      the right to receive the Cash Payment

            	 
      	 
      


    


    
      
        
          


           

        

         


      

      
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