June 15,
2009

    


    Mr.
Steven Phillips

    25 Forest
Street – 14A

    Stamford,
CT 06901

    


    Re: Conversion of Unpaid
Compensation and Unreimbursed Expenses

    


    Dear Mr.
Phillips:

    


    US
SolarTech, Inc. (the “Company”) hereby confirms that
the Company owes you (“Officer”) $303,588 in base
compensation accrued from August 25, 2005 through September 30, 2008 and $38,423
in unreimbursed total expenses, representing of total of $342,011 (the “Receivable”). The Company owes
a total of $1,045,900 (the “Total Receivable”) in the
aggregate to the Company’s executive officers Dr. Mohd Aslami, Steven Phillips
and Charles DeLuca (“Executive
Officers”), of which the Receivable is part.  The Company
believes that it is in the best interest of the Company to offer you the
opportunity to convert the Receivable in accordance with into shares of the
Company’s common stock, par value $.0001 per share (“Common Stock”) at a conversion
price of $1.50 per share of Common Stock (the “Conversion Price”) subject to
terms and conditions set forth herein. The Conversion Price is based on the
price at which the Company sold Common Stock during the period in which the
Company’s obligation to pay the Receivable was incurred, evidenced by the price
of Common Stock sold on September 30, 2008, which the Company believes is
consistent with the Company’s prior undocumented agreement in principle with the
Officer. If such terms are acceptable, please accept them through your
countersignature of this letter agreement.

    


    
      	
               
      

            	
              1.

            	
              Officer
      agrees to the following terms and conditions with respect to the
      conversion

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Officer shall have the right, at any time and at its sole
      discretion   (subject to the other provisions of this Section 1 and
      applicable law), to      convert any
      outstanding portion of the Receivable into shares of
      Common   Stock at a conversion price of $1.50 per share,
      rounded up to the nearest whole share (the “Conversion
      Price”);

            


    

    
      
      

    

     

    

    


    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

    


    
      
        	
              	
                b. 

              	
                In
      the event that the Company consummates an equity investment in the Company
      before August 31, 2009 (the “Investment”),
      then:

              


      

    

    


    
      	
               
      

            	
              i.

            	
              the
      Company shall have the option, at its sole discretion and upon 10 days
      prior written notice to the Officer, to pay to the Officer an amount equal
      to the product of (i) 33% and (ii) an amount equal to the lesser of (x)
      10% of the Investment and (y) $200,000 (the “Tax Payment”) to be
      credited against the Receivable, and the Officer shall apply such amount
      toward the payment of taxes payable by the Officer in connection with the
      conversion contemplated hereby, and

            


    

    


    
      	
               
      

            	
              ii.

            	
              in
      the event the Company pays the Tax Payment, require, upon 10 days prior
      written notice, the Officer to convert the remaining portion of the
      Receivable into shares of Common Stock at the Conversion Price provided, however, that
      in the event that the Tax Payment payable in the aggregate to the
      Executive Officers is equal to an amount which is less than $200,000, then
      the Officer shall only be obligated to convert the portion of the
      Receivable equal to the product of (x) the Receivable and (y) the Tax
      Payment divided by $66,000.  For accounting purposes, repayment
      and conversion of the Receivable shall be allocated first to unreimbursed
      expenses and next to unpaid
compensation.

            


    

    


    
      	
               
      

            	
              b.

            	
              At
      such time at which (i) the Common Stock is quoted on the OTC Bulletin
      Board or a national exchange, and (ii) the weighted moving average price
      of outstanding Common Stock shall equal at least $2.00 for at least 30
      consecutive trading days, the Company shall have the option, at its sole
      discretion and upon 10 days prior written notice, to require the Officer
      to convert any outstanding portion of the Receivable into shares of Common
      Stock at the Conversion Price.  Notwithstanding any provision
      herein, nothing in this Agreement shall obligate the Officer to violate
      any applicable securities or other laws, and the Officer shall execute a
      plan to sell shares of Common Stock in accordance with the safe harbor set
      forth in Rule 10b5-1 promulgated under the Securities Exchange Act of 1934
      to effect the intent of this
Agreement.

            


    

    


    
      	
               
      

            	
              c.

            	
              Notwithstanding
      any provision herein, in the event that the Company is not required to
      repay, and the Officer is not required to convert, the Receivable pursuant
      to this Section
      1, the Officer agrees to defer any right to receive the Receivable
      until August 1, 2010.

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              d.

            	
              The
      Company shall promptly deliver certificates representing any shares of
      Common Stock issued to the Officer
hereunder.

            


    

    


    
      	
               
      

            	
              2.

            	
              Right to Pay in
      Cash.  Notwithstanding any provision herein, the
      Company   shall retain the right, at its sole discretion,
      to repay any unconverted portion of the Receivable in
  cash.

            


    

    


    
      	
               
      

            	
              3.

            	
              Condition. The Officer’s
      obligations under Section 1
      hereof shall be contingent on (i) the other Executive Officers’ execution
      of a conversion agreement substantially in the form of this agreement with
      respect to their pro
      rata portions of the Total Receivable, and (ii) the conversion of
      the Series A Preferred Stock of the Company into Common Stock
      substantially in accordance with the terms and conditions set forth in
      Exhibit A
      hereto.

            


    

    


    
      	
               
      

            	
              4.

            	
              Withholding
      Taxes.  If, with respect to any portion of the Receivable
      repaid or converted hereunder, the Company shall be required to withhold
      amounts or shares of Common Stock under applicable federal, state or local
      tax laws (“Withholding”), the
      Company shall be entitled to take such reasonable action as it deems
      appropriate in order to ensure compliance with such Withholding
      requirements, including, at its election to (i) have the Officer pay such
      Withholding to the Company by separate payment, (ii)  withhold
      the required Withholding from other amounts payable to the Officer,
      including salary and bonus payments otherwise payable to the Officer
      pursuant to agreements with the Company, or (iii) withhold such number of
      shares of Common Stock which shall have a fair market value, valued on the
      date the Officer converts or is repaid any part of the Receivable, equal
      to such Withholding requirements.  Notwithstanding any
      provision, the Tax Payment shall be deemed paid to the Officer in the
      event the Company notifies the Officer in writing of its intent to pay the
      Tax Payment, concludes that the Company is required to withhold the Tax
      Payment as part of its Withholding obligations, and acts in accordance
      with the its Withholding obligations, the Tax Payment shall be deemed paid
      for purposes of this Agreement.

            


    

    


    
      	
               
      

            	
              5.

            	
              Entire
      Agreement.  This document, together with the exhibits
      hereto, contains the entire agreement of the parties with respect to the
      subject matter hereof, and shall supersede any and all other written or
      oral agreements. Notwithstanding any provision herein, this document shall
      supersede and replace Section 4e(iv) of Exhibit A to
      the Employment Agreement between the Company and Officer, dated as of
      January 1, 2009, and shall constitute a validly executed written
      modification consistent with Section 13 of such Employment
      Agreement.

            


    

    


    
      	
               
      

            	
              6.

            	
              Cooperation. The Officer 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 contemplated hereby.

            


    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              7.

            	
              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.

            


    

     

    
      	
               
      

            	
              8.

            	
              REPRESENTATION
      BY COUNSEL - OFFICER ACKNOWLEDGES THAT OFFICER HAS BEEN REPRESENTED BY
      SUCH LEGAL AND TAX COUNSEL AND OTHER PROFESSIONALS, EACH OF WHOM HAS BEEN
      PERSONALLY SELECTED BY OFFICER, AS OFFICER 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. OFFICER, TOGETHER WITH OFFICER’S COUNSEL,
      OFFICER’S ADVISORS, AND SUCH OTHER PERSONS, IF ANY, WITH WHOM OFFICER 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,
OFFICER HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ADVISORS AND HAS
DECLINED TO DO SO. OFFICER 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]

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    If you
accept these terms, please fax your signed acceptance to the Company at (914) –
686-4192 and mail the original to the Company.

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  US
      SOLARTECH, INC.

                
	 
      
	 
      
	
                    
      /s/

                
	
                  By:
      Mohd Aslami

                
	
                  President
      and Chief Executive
Officer

                


        

      

    

    


    
      AGREED
AND ACCEPTED ON

    

    
      JULY 17,
2009, EFFECTIVE AS

    

    
      OF JUNE
15, 2009

    

    


    
      
        
          	
                     
      /s/

                
	
                  Steven
      Phillips

                


        

      

    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    

    June 15,
2009

    


    Mr.
Abdulaziz M. Alnamlah

    PO Box
29880

    Riyadh,

    Saudi
Kingdom of Saudi Arabia

    


    Re: Conversion of Preferred
Stock

    


    Dear Mr.
Alnamlah:

    


    US
SolarTech, Inc. (the “Company”) hereby confirms that
you (the “Holder”) are
the holder of 666,666 shares of the Company’s Series A Preferred Stock, par
value $.0001 per share (the “Preferred Stock”) which you
purchased for $1,000,000 (the “Purchase Price”) as of
September 30, 2008.  In connection with various financing in which the
Company is engaged, the Company believes that it is in the best interest of the
Company to induce you to convert the Preferred Stock into shares of the
Company’s common stock, par value $.0001 per share and is offering you the
incentive set forth herein. If such terms are acceptable, please accept them
through your countersignature of this letter agreement.

    


    
      	
               
      

            	
              1.

            	
              Early
      Conversion.  In the event that prior to August 31, 2009,
      Holder converts all of the Preferred Stock, the Company shall pay Holder
      an additional 125,000 shares of Common Stock (“Incentive
      Shares”).

            


    

    


    
      	
               
      

            	
              2.

            	
              Concurrent with Executive
      Conversion.  Notwithstanding any provision herein, the
      Holder hereby agrees to convert any unconverted Preferred Stock into
      shares of Common Stock pro rata with the
      proportion of a total of $1,045,900 in unpaid compensation and
      unreimbursed expenses payable collectively to Dr. Mohd Aslami, Mr. Steven
      Phillips and Mr. Charles DeLuca converted by such individuals into shares
      of Common Stock in accordance with their agreements with the
      Company.

            


    

     

    


     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
              3.

            	
              Withholding
      Taxes.  If with respect to any portion of Preferred
      Shares converted hereunder or the Incentive Shares, the Company believes
      that the Company shall be required to withhold shares of Common Stock
      under applicable federal, state or local tax laws (“Withholding”), the
      Company shall be entitled to take such reasonable action as it deems
      appropriate in order to ensure compliance with any and all legal
      requirements and Withholding
requirements.

            


    

    


    
      	
               
      

            	
              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 written or oral agreements.  For the
      avoidance of doubt, the terms and conditions set forth in the Company’s
      Certificate of Incorporation, including those relating to the Preferred
      Stock, shall remain in full force and
effect.

            


    

    


    
      	
               
      

            	
              5.

            	
              Cooperation. The Holder 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 contemplated
  hereby.

            


    

    


    
      	
               
      

            	
              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.

            


    

    


    
      	
               
      

            	
              7.

            	
              REPRESENTATION BY COUNSEL.
      HOLDER ACKNOWLEDGES THAT HOLDER HAS BEEN REPRESENTED BY SUCH LEGAL AND TAX
      COUNSEL AND OTHER PROFESSIONALS, EACH OF WHOM HAS BEEN PERSONALLY SELECTED
      BY HOLDER, AS HOLDER 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.
      OFFICER, TOGETHER WITH HODLER’S COUNSEL, HOLDER’S ADVISORS, AND SUCH OTHER
      PERSONS, IF ANY, WITH WHOM OFFICER 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.

            


    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

     

    ALTERNATIVELY,
HOLDER HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ADVISORS AND HAS
DECLINED TO DO SO. HOLDER 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]

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    If you
accept these terms, please fax your signed acceptance to the Company at (914)
-686-4192 and mail the original to the Company.

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  US
      SOLARTECH, INC.

                
	 
      
	
                           
      /s/

                
	
                  By:
      Steven Phillips

                
	
                  Chief
      Financial Officer and
Treasurer

                


        

      

    

    


    
      AGREED
AND ACCEPTED ON

    

    
      JULY 18,
2009, EFFECTIVE AS

    

    
      OF JUNE
15, 2009

    

    


    
      
        
          	
                                 /s/

                
	
                  Abdulaziz
      M. Alnamlah

                


        

      

    

    


    
      
        
           


        

        
          9