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.

            


    

    


    
      	
               
      

            	
              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.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              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.

            


    

     

    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]


    
      
         


      

      
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    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

              


      

    


    
      
         


      

      
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