EMPLOYMENT
AGREEMENT

       

      THIS
AGREEMENT, dated as of January 1, 2009, is between US SolarTech, Inc., a
Delaware corporation (the “Company”), and Steven Phillips (the
“Executive”).

       

      WHEREAS,
the Company is the successor to Silica Tech LLC, pursuant to a Certificate of
Incorporation and Certificate of Conversion filed with the State of Delaware and
effective as of January 1, 2009;

       

      WHEREAS,
Silica Tech LLC was managed by Silica Tech Holdings, LLC (‘Holdings”) until
December 31, 2008;

       

      WHEREAS,
the Executive was both a managing member of Holdings and a managing director of
the Company, since September 2004;

       

      WHEREAS,
the Company’s Board of Directors (the "Board") has determined that it is in the
best interest of the Company and its shareholders, in order to assure continuity
in the management of the Company and to provide certain additional benefits to
the Company pursuant to the additional undertakings by the Executive as
hereinafter set forth, to enter into this Agreement with the Executive pursuant
to which the Executive and the Company give certain contractual undertakings to
one another;

      


      WHEREAS, the Executive and the Board
have agreed to amend the terms of the Executive’s compensation arrangement with
Holdings as had previously been set forth in the Operating Agreement of Silica
Tech LLC, dated August 25, 2005 (the “Operating Agreement”); and

       

      WHEREAS,
the parties desire to set forth the entirety of their agreements and
understandings herein;

       

      NOW,
THEREFORE, in consideration of the mutual promises contained herein the parties
agree as follows:

       

      1.           Employment. The
Company hereby agrees to continue to have the Executive render the services
hereinafter described and the Executive hereby agrees to render such services,
upon and subject to the terms and conditions described in this Agreement (the
“Employment”).

       

      2.           Term. This Agreement
is for a three (3) year period (the (“Term”), commencing as of January 1, 2009
(the “Start Date”) and terminating upon the earlier of (i) the third anniversary
of the Start Date, or (ii) the termination of this Agreement pursuant to Section
8 hereunder.  Following the Term, on the anniversary of the Start
Date, the Executive shall have the option to renew this Agreement for a period
of one year. Thereafter, the Executive shall have the option to renew this
Agreement for additional one year periods, subject to the agreement of the
Company. The Executive shall provide written notice to the Company of his option
to renew for an additional one year period at least ninety (90) days before
termination of his present term (the “Executive Notice’). If applicable, upon
receipt of the Executive Notice, the Company shall provide written notice to the
Executive within twenty (20) days of receipt of the Executive’s Notice of its
acceptance or rejection of the Executive’s option to renew.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.           Duties.

       

      (a)         The
Executive shall serve as Executive Vice-President, Chief Financial Officer and
Treasurer and will perform such duties and exercise such responsibilities,
commensurate with such position, on behalf of the Company, as from time to time
will be assigned to him by the Chief Executive Officer, subject to Board of
Director approval. The Executive also will comply with and carry out all rules
and policies of the Company, and will serve, at the request of the Chief
Executive Officer, subject to Board of Director approval, and without additional
compensation, as an officer and/or director of any subsidiary, affiliated or
related corporation or business, or of any company in which Company may hold any
interest.

       

       (b)        The
Executive will, on an exclusive basis, devote his full time during normal
business hours to the business and affairs of the Company. The Executive agrees
to use his best efforts to promote the interests of the Company and to perform
faithfully and efficiently the responsibilities assigned to the Executive in
accordance with the terms of this Agreement.

       

      4.           Compensation and Other Terms
of Employment. During the Term, the Executive shall receive the
following:

       

      (a)         Base Salary. The
Executive will be paid an annual salary as set forth in Exhibit A, payable
pursuant to the Company’s regular payroll practices, but in any event not less
than monthly (the “Base Salary”). The Base Salary shall be subject to an annual
increase from time to time at the sole discretion of the Board through the
Board’s Compensation Committee. All Base Salary payments shall be subject to
withholding for taxes and amounts owed by or to the Company, if
any.

       

      (b) Incentive Bonus. The
Executive shall be eligible to receive an annual incentive bonus, paid out
quarterly, as set forth in Exhibit A.

       

      (c)  Stock Incentive
Plan.

       

      (i) In
addition to Stock Appreciation Rights ("SARS") as set forth under the Stock
Appreciation Rights Agreement ("SARS Agreement") attached hereto as Exhibit B,
the Executive: (x) will be entitled to participate in the Company’s Stock
Incentive Plan, if and when such plan is adopted by the Compensation Committee
(the “Stock
Plan”), upon
the terms and conditions described therein, and (y) may receive additional
awards, subject to approval of the Compensation Committee.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (d) Health and Other Benefit
Plans. The Executive shall be eligible to participate in any retirement
plan, term life insurance or group medical insurance program (the “Benefit
Plans”) offered by the Company, subject to the terms and conditions of such
Benefit Plans. The Company maintains the right to terminate, modify, or amend
the terms of such Benefit Plans. In the event that the Executive elects not to
participate in the Company’s health insurance Benefit Plan, the Executive shall
be entitled to receive a health insurance allowance equal to the Company’s
regular contribution to the Company health insurance Benefit Plan.

       

      (e)         Accrued Amounts. The
Company shall pay to the Executive the total accrued amounts owed to the
Executive ("Accrued Amounts") as set forth in Exhibit A.

       

      (f)          Liability Coverage.
The Company shall provide to the Executive liability coverage in the form that
the Company deems reasonable, for the Executive's role as an officer and
director of the Company.

       

      5.           Vacation. The
Executive shall be entitled to take four (4) weeks of paid vacation for each
year of the Term, pro-rated for partial years of Employment.

       

      6.           Expenses. The Company
shall reimburse the Executive for reasonable and necessary expenses, including
travel expenses, actually incurred in connection with the performance of the
Executive’s duties hereunder. Such reimbursement shall be subject to the timely
presentation of receipts and such documentation and itemized accounts and in
such form as may be reasonably requested by the Company.

       

      7. Non-Disclosure and
Non-Competition Agreement and Other Related Agreements. The Executive
agrees that upon execution of this Agreement, he will simultaneously execute the
Company’s standard Non-Disclosure and Non-Competition Agreement, attached hereto
as Exhibit C, and any other related agreements as requested by the Company in
connection with Company’s Code of Ethics.  Notwithstanding anything to
the contrary contained herein, the remedies provided for by such agreements are
separate and distinct from those provided for in this Agreement and in no event
shall such remedies be superseded by any provision contained
herein.

       

      8. Change of Control.
For purposes of this Agreement, “Change of Control” shall be deemed to have
occurred if any of the following events take place:

       

      (i)           Any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a
“Person”) other than Executive becomes the beneficial owner (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or more
of either: (x) the then outstanding shares of common stock of the Company (the
“Outstanding Company Stock”), or (y) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”),
provided, however, that the following shall not constitute a Change of
Control:  (A) any acquisition of beneficial ownership of Outstanding
Company Stock or Outstanding Company Voting Securities by the Company or by a
corporation controlled by the Company, or (B) any acquisition of such beneficial
ownership by any Person pursuant to a reorganization, merger or consolidation,
if, following such reorganization, merger or consolidation, the conditions
described in clauses (x), (y) and (z) of subsection (iii) of this Section 8 are
satisfied, or


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (ii)          Individuals
who, as of the date hereof, constitute the Board of the Company (the “Incumbent
Board”) cease for any reason within a period of eighteen (18) months from the
date hereof to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board, or an individual becoming a director shall replace a current director
appointed by a shareholder of the Company with rights to appoint such director,
shall be considered as though the individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (any such contest or
solicitation, a “Proxy Contest”); or

       

      (iii)         Approval
by the shareholders of the Company of any reorganization, merger or
consolidation, unless, following such reorganization, merger or consolidation,
(x) more than sixty percent (60%) of, respectively, the then outstanding shares
of common stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Stock and Outstanding Company
Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Company Stock and Outstanding Company Voting Securities, as the case
may be, (y) no Person (excluding (A) the Company and (B) any Person beneficially
owning, immediately prior to such reorganization, merger or consolidation,
directly or indirectly, twenty percent (20%) or more of the Outstanding Company
Stock or Outstanding Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors and (z) at least a majority of the members of the
Board resulting from such reorganization, merger or consolidation were members
of the Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger or consolidation;

       

      (iv)         Approval
by the shareholders of the Company of the sale or other disposition of all or
substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, (x) more than
sixty percent (60%) of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Stock and Outstanding Company
Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Stock and Outstanding
Company Voting Securities, as the case may be, and (y) no Person (excluding (A)
the Company and (B) any Person beneficially owning, immediately prior to such
sale or other disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Stock or Outstanding Company Voting Securities, as
the case may be) underlying such Change of Control, unless otherwise
specifically prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities exchanges.



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      For
purposes of this Agreement, a “Change of Control Period” shall consist of the
period including three (3) months prior to and twenty four (24) months following
the date on which a Change of Control occurs.

       

      9. Termination of
Employment.

       

      (a)         Death and Disability.
The Executive’s Employment hereunder shall terminate upon his death or
“Disability” (as hereafter defined).  Upon any such termination, the
Executive (or, in the event of his death, his estate) shall receive any earned
but unpaid Base Salary and Incentive Bonus, un-reimbursed business expenses, and
earned but unused vacation days through the “Date of Termination” (as hereafter
defined).  All unvested SARS shall be deemed fully vested. All other
unvested incentive awards shall terminate (unless otherwise expressly provided
in the Stock Plan, Benefit Plan or applicable award agreement) and the Executive
(and, in the event of his death, his estate) shall not be entitled to any other
amounts or benefits from the Company or otherwise. For purposes of this
Agreement, “Disability” shall
mean the inability of the Executive to perform his duties on account of a
physical or mental illness for a period of sixty (60) consecutive days or ninety
(90) days in any six (6) month period.  If, during the Term of this
Agreement, the Executive’s Employment is terminated by reason of the Executive
becoming disabled, the Company shall pay to the Executive (or his estate as
applicable) any earned but unpaid Base Salary and Incentive Bonus, un-reimbursed
expenses and earned but unused vacation. Notwithstanding anything contained
herein to the contrary, during any period of Disability, the Company shall not
be obligated to pay any compensation or other amounts to the Executive except as
expressly provided in any Company plans then in effect. Notwithstanding this
section 8(a), in the event of the Executive's death or Disability as defined
herein, the Company shall pay to the Executive or to his estate all accrued
amounts as set forth in Section 4(e) hereunder.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)         Termination by the Company
without Cause or by the Executive for Good Reason and not during a Change of
Control Period.  If the Company terminates the Executive’s
Employment without Cause or the Executive terminates his Employment for "Good Reason" (as defined in
Section 9(h) herein below) and such termination does not occur during a
Change of Control Period, the Executive shall be entitled to continue to receive
his Base Salary for a period of eighteen (18) months following such termination
(the “Severance Payment”), plus any earned but unpaid Base Salary and Incentive
Bonus, un-reimbursed expenses, unpaid Accrued Amounts under Section 4(e), and
earned but unused vacation for the calendar year in which the Executive’s
Employment is terminated, pro-rated by month as of the month in which the
effective date of the Executive’s termination occurs. The payment for earned but
unpaid Base Salary  Incentive Bonus, unpaid Accrued Amounts under
Section 4(e), un-reimbursed expenses, and earned but unused vacation shall be
paid in a single lump sum. The Severance Payment shall be made in equal
consecutive monthly installments payable over an eighteen (18) month period
commencing within the month immediately following the month in which the Date of
Termination occurs. All unvested SARS shall be deemed fully vested; however,
unless otherwise expressly provided in the Stock Plan, Benefit Plan or
applicable award agreement, all other incentive awards shall terminate and the
Executive shall not be entitled to any other amounts or benefits from the
Company or otherwise.

       

       (c)        Termination for
Cause.  The Company may terminate the Executive's Employment
hereunder for "Cause."  For
purposes of this Agreement, the Company shall have "Cause" to terminate
the Executive's Employment hereunder upon the Executive’s:

       

      (i)  conviction for the
commission of an act or acts constituting a felony or a misdemeanor involving
moral turpitude under the laws of the United States or any state
thereof;

       

      (ii) commission of fraud, embezzlement,
gross negligence or malfeasance, as determined by a judicial
body;

       

      (iii)  willful or continued failure
to substantially perform his duties as executive Vice President, Business
Development (other than any such failure resulting from the Executive's
incapacity due to physical or mental illness) after written Notice has been
delivered to the Executive by the Company, which Notice specifically identifies
the manner in which the Executive has not substantially performed his duties,
and the Executive's failure to substantially perform his duties is not cured
within ten (10) business days after notice of such failure has been given to the
Executive, if such material failure or refusal can be cured.  For purposes of this
Section 8(c) (iii), with the exception of acting or failing to act pursuant to
Board of Director decisions, no act or failure to act on the Executive's part
shall be deemed "willful" unless the Executive performs or fails to perform such
acts absent good faith and without reasonable belief that the Executive's act,
or failure to act, was in the best interest of the Company;

       

      (iv)  misrepresentation or
concealment of a material fact from the Board, or breach of duty of loyalty to
the Company;

      


      (v)  
material violation of a material
provision of the Company's Code of Business Conduct and Ethics and
Non-Disclosure and Non-Competition Agreement;

      


      (vi)  breach of any
material provision of this Agreement, where such breach has not been cured by
the Executive within fifteen (15) days of his receipt of written Notice thereof
from the Company; or

      


      (vii) willful or negligent act or
omission which results in an assessment of a civil or criminal penalty against
the Executive or the Company or its affiliates, which in the reasonable judgment
of the Board could result in a material violation of any foreign or United
States federal, state or local law or regulation having the force of law, or in
the reasonable judgment of the Board is injurious to the Company or any of its
affiliates.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      In the
event that the Company terminates the Executive’s Employment for Cause, the
Executive shall receive his unpaid Base Salary through the Date of Termination,
the value of any SARS vested as of the Date of Termination, unpaid Accrued
Amounts under Section 4(e) hereunder, as well as reimbursement for approved but
unpaid business expenses through such date.  All unvested SARS or
other incentive awards shall terminate, and the Executive shall not be entitled
to any other amounts or benefits from the Company.

      


      (d)        
Termination by the
Executive. If the Executive voluntarily terminates his Employment for any
reason other than Good Reason, all benefits and compensation to the Executive
shall cease, and the Company shall pay the Executive, in full discharge of the
Company’s financial obligations hereunder: (i) earned but unpaid salary through
the Date of Termination, (ii) unreimbursed expenses through the Date of
Termination, (iii) value of the Executive's SARS that have vested as of the Date
of Termination, (iv) unpaid Accrued Amounts as set forth in Section 4(e)
hereunder, and (v) earned but unused paid vacation through the Date of
Termination.. All unvested SARS or other incentive awards shall terminate, and
the Executive shall not be entitled to any other amounts or benefits from the
Company.

       

       

      (e)         Termination by the Company
without Cause, or by the Executive for Good Reason during a Change of Control
Period. If the
Executive’s Employment is terminated without Cause or for Good Reason and such
termination occurs during a Change of Control Period:

       

      (i)  The
Executive shall be entitled to compensation as set forth in Section 9(b)
hereunder, except that for purposes of this Section 9(e), the Base Salary amount
shall be the higher of: (x) the salary in effect as of the date of the Notice of
Termination, or (y) the salary in effect immediately prior to the reduction in
salary that served as a basis for termination under Section
9(b)(ii).

       

      (ii) The
Severance Payment as set forth in Section 9(b) hereunder shall be replaced by a
payment equal to: (x) Two Hundred Percent (200%) of the Executive's Base Salary,
if the termination occurs prior to December 31, 2009, (y) Two Hundred Fifty
Percent (250%) of the Executive's Base Salary, if the termination occurs between
January 1, 2010 and December 31, 2010, or (z) Three Hundred Percent (300%) of
the Executive's Base Salary, if the termination occurs on any date after January
1, 2011. The Severance Payment shall be made in equal consecutive monthly
installments payable over an eighteen (18) month period commencing within the
month immediately following the month in which the Date of Termination
occurs.

       

      (iii) Any
SARS held by the Executive pursuant to the SARS Agreement attached hereto as
Exhibit B shall be deemed fully vested.

       

      (iv) Any
other stock or incentive awards shall immediately become One Hundred Percent
(100%) vested, and the Executive shall be entitled to exercise such rights
within a period of six (6) months following the Date of Termination (as defined
herein), or a longer period as provided under the relevant stock incentive
agreements.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (iv) The
amounts payable under this Section 9(e), including unpaid Accrued Amounts under
Section 4(e) herein, expenses, and incentive fees, to the Executive pursuant to
this Agreement, will not be subject to any requirement of mitigation, nor except
as specifically set forth herein, will they be offset or otherwise reduced by
reason of the Executive’s receipt of compensation from any source other than the
Company.

       

      (v)  The
Company will continue to provide health and welfare benefits forthe Severance
Period or the equivalent value. If the Executive is covered by Medicare,the
Company will provide for supplemental insurance, up to the cost that the Company
would have provided if the Executive was not covered under
Medicare.

       

      (f)  Notice of
Termination. Any termination of the Executive’s Employment by the Company
(other than termination upon the death of the Executive) or by the Executive
shall be communicated by written Notice of Termination by such party to the
other in accordance with Section 12
hereof.  For purposes of this Agreement, a “Notice of
Termination” shall mean a notice that shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s Employment under the provision so indicated (as
applicable).

       

      (g) Date of Termination.
For purposes of this Agreement, “Date of Termination”
shall mean: (i) if the Executive’s Employment is terminated by his death, the
date of his death, or (ii) if the Executive’s Employment is terminated pursuant
to any of the other terms set forth above, the date specified in the Notice of
Termination.

       

      (h) Good Reason. For
purposes of this Agreement, the executive shall have "Good Reason" to terminate
the Employment hereunder if, without the Executive's express written consent,
and of the following events occurs:

       

      (i) the Company fails to perform any
of its material duties hereunder, including but not limited to, the Company's
failure to pay in a timely manner the Accrued Amounts as set forth in Section
4(e) hereunder or any amounts otherwise due under this Agreement;

       

      (ii) the
Company reduces the Executive's Base Salary, other than on a pro-rata basis, as
part of a measure which generally applies to all executives in similar positions
with the Company solely on account of, and for the duration of, the Company's
suffering a severe economic hardship; or

       

      (iii) the
Company assigns to the Executive duties which are inconsistent in a material
respect with the Executive's position (including status, offices, titles and
reporting relationships), authority or responsibilities.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
         

        In
addition to satisfying at least one of the conditions set forth in Section
9(h)(i)-(iv) above (each considered a "Condition"), in order to qualify as
Termination for Good Reason hereunder: (x) within ninety (90) days of the
initial existence of the Condition, the Executive must produce a Notice of
Termination (as defined herein) to the Company setting forth the basis for
Termination; (y) the Company must have a period of thirty (30) days from the
date of such Notice of Termination to remedy the Condition, and (z) if the
Company does not remedy the Condition within thirty (30) days from the date of
such Notice of Termination, the Executive must resign within one (1) year of the
initial commencement of the Condition.

      

       

      10. Non-exclusivity of
Rights. Nothing in this Agreement shall prevent or limit the Executive's
continuation or future participation in any benefit, bonus, incentive or other
plans, programs, policies or practices provided by the Company or any of its
affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any
other agreements with the Company or any of its affiliated companies. Amounts
which are vested benefits or which the Executive is otherwise entitled to
receive under any plan, policy, practice or program of the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program except as
explicitly modified by this Agreement.

       

      
        	
                 
      

              	
                11.

              	
                No
      Assignment.

              


      

       

      (a)          This
Agreement is personal to the Executive and is not assignable by the Executive
absent the Company’s prior written consent, or by the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the legal representatives of the Executive’s estate, and shall inure to the
benefit of and be binding upon the Company and its successors and
assigns.

       

      (b) The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as herein defined and any successor
to its business and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.

       

      12. Notices.  For
the purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or (unless otherwise specified) mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
or by an overnight courier, in each case addressed as follows:

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      If to the
Company:

       

      US SolarTech, Inc.

      Attn:   Mohd
Aslami

      15 Sandersdale Road

      Southbridge, MA 01550

      


      with a copy to:

      US SolarTech, Inc.

      Attn:   Charles
DeLuca

      15 Sandersdale Road

      Southbridge, MA 01550

      


      If to the Executive:

      Steven Phillips

      25 Forest Street – Apt
14A

      Stamford, CT 06901

      


      or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that Notices of change of address shall be effective
only upon receipt.

      


      13.    Miscellaneous.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by the
Executive and such officer of the Company as may be specifically designated by
the Board.  No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party, which are not set forth expressly in this Agreement.

       

      14. Governing Law. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of New York without regard to its conflicts
of law principles.  By executing this Agreement, the Executive
consents to the personal jurisdiction of all state and federal courts and
arbitration forums located in the State of New York.  This Agreement
shall be binding upon and inure to the benefit of the Company, and its
successors and assigns, and upon the Executive.  The obligations of
the Executive shall not be assignable or otherwise transferable.

       

      15.   Validity.  The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

       

      16.   Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      17. Entire
Agreement.  Other than the Company’s Non-Disclosure and
Non-Competition Agreement and any other agreements included in Section 7
hereunder, any stock option, restricted share or other incentive award
agreements which may be issued by the Company to the Executive, this Agreement
sets forth the entire agreement of the parties hereto in respect of the subject
matter contained herein and supersedes any and all other prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, Executive or representative
of any party hereof; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled. The
Executive hereby represents and warrants that: (i) the Executive’s performance
of the terms of this Agreement and the Executive’s Employment by the Company
will not breach any confidentiality or other Agreement which the Executive
entered into with former employers, and (ii) the Executive is not bound by any
agreement either oral or written which conflicts with this
Agreement.

       

      18. Remedies of the
Company.  Upon any termination for Cause that may cause
irreparable harm to the Company, the Company shall be entitled, if it so elects,
to institute and prosecute proceedings to obtain injunctive relief and damages,
costs and expenses, including, without limitation, reasonable attorneys’ fees
and expenses, with respect to such termination.

       

      19. Arbitration.  Except
as set forth above in Sections 7 and 18 herein, the Executive and the
Company agree that any claim, controversy or dispute between the Executive and
the Company (including, without limitation, its affiliates, officers,
executives, representative or agents) arising out of or relating to this
Agreement, the Employment of the Executive, the cessation of Employment of the
Executive, or any matter relating to the foregoing shall be submitted to and
settled by commercial arbitration in a forum of the American Arbitration
Association (“AAA”) located in the
State of New York and conducted in accordance with the National Rules for the
Resolution of Employment Disputes.  In such arbitration: (i) the
arbitrator shall agree to treat as confidential evidence and other information
presented by the parties to the same extent as Confidential Information under
this Agreement must be held confidential by the Executive, (ii) the arbitrator
shall have no authority to amend or modify any of the terms of this Agreement,
and (iii) the arbitrator shall have ten (10) business days from the closing
statements or submission of post-hearing briefs by the parties to render his or
her decision.  Any arbitration award shall be final and binding upon
the parties, and any court, state or federal, having jurisdiction may enter a
judgment on the award.  The foregoing requirement to arbitrate claims,
controversies, and disputes applies to all claims or demands by the Executive,
including, without limitation any rights or claims the Executive may have under
the Age Discrimination in Employment Act of 1967 (which prohibits age
discrimination in employment), Title VII of the Civil Rights Act of 1964 (which
prohibits discrimination in employment based on race, color, national origin,
religion, sex, or pregnancy), the Americans with Disabilities Act of 1991 (which
prohibits discrimination in employment against qualified persons with a
disability), the Equal Pay Act (which prohibits paying men and women unequal pay
for equal work), ERISA, or any other federal, state, or local laws or
regulations pertaining to the Executive’s Employment or the termination of the
Executive’s Employment.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      20. Representations.  The
Executive has been advised to obtain independent counsel to evaluate the terms,
conditions and covenants herein set forth and he has been afforded ample
opportunity to obtain such independent advice and evaluation. The Executive
warrants to the Company that he has relied upon such independent counsel and not
upon any representation (legal or otherwise), statement or advice said or
offered by the Company or the Company’s counsel in connection
herewith.

       

      21.  Special
Rules Regarding Compliance
with
the Internal Revenue Code.

      


      (a) Code
Section 409A.

      


       (i) It is intended that
any and all benefits under this Agreement either (x) shall not constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the
Internal Revenue Code (“Section 409A”), and therefore are exempt from Section
409A, (y) are exempt from
Section 409A or (z) comply with
the requirements of Section 409A.  In any event, all provisions
of this Agreement shall be construed and interpreted in a manner consistent with
the requirements for avoiding taxes or penalties under Section
409A.

      


      (ii)
Notwithstanding anything herein to the contrary, if the Company determines that
the Severance Payment constitutes “nonqualified deferred compensation” within
the meaning of Section 409A, payment of such Severance Payment shall not
commence until the Executive incurs a “separation from service” within the
meaning of Treasury Regulation §1.409A−1(h) (“Separation from Service”). If, at
the time of Executive’s Separation from Service, the Executive is a “specified
employee” (under Section 409A), such Severance Payment shall not be paid until
after the earlier of: (x) the expiration of the six-month period measured from
the date of Executive’s
Separation from Service with the Company, or (y) the date of the Executive's
death (the “409A Suspension Period”); provided, however, Severance Payment
payments which are made within
twenty-four (24) months following the Executive's Separation of Service
and which do not exceed two times the lesser of: (A) the amount of the
Executive’s annualized compensation based upon the annual rate of pay the
Executive received from the Company in the year preceding the year of the
Executive’s Termination, adjusted for any increase in compensation that the
Executive would have expected to receive had the Executive not separated from
service with the Company, and as defined under Treas. Reg.
§1.409A-1(b)(9)((iii)(A)(1); or (B) the maximum amount that may be taken into
account for a qualified plan under Code Section 401(a)(17) for the year in which
the Date of Termination occurs shall be deemed "separation pay" within the
meaning of Treas. Reg. §1.409A-1(b)(9) and shall be exempt from the six-month
delay set forth above.

      


      (iii) The
determination of whether the Severance Benefit constitutes “nonqualified
deferred compensation” within the meaning of Section 409A shall be made by the
Company in good faith. If the Company determines that such Severance Benefit is
subject to the 409A Suspension Period, and the Executive does not believe that
such determination is reasonable, then the Company and the Executive shall
mutually select, at the Company’s expense, an independent outside counsel to
render a legal opinion regarding the applicability of the 409A Suspension
Period. If the outside counsel described in the preceding sentence agrees with
the Company’s determination that any items due to the Executive under this
agreement should be subject to the 409A Suspension Period, then such payment
shall be made at the end of the 409A Suspension Period as set forth in Section
21(a)(ii)
hereof; provided however, if such outside counsel determines that such payment
shall not be subject to the 409A Suspension Period, then such payment shall be
effected within fourteen (14) days of the date of such counsel’s
determination.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (b)   Code
Section 280G.  It is intended that any
and all benefits under this Agreement either: (i) shall not constitute a
“parachute payment" for purposes of Section 280G of the Code, or (ii) are
payments exempt from the definition of the term "parachute
payment."  In any event, if the severance and other benefits provided
for in this Agreement or otherwise payable or provided to the Executive (x)
constitute “parachute payments” within the meaning of Section 280G of the Code,
and (y) but for this Section 21(b) would be subject to the excise tax imposed by
Section 4999 of the Code (the “Excise Tax”), then the Executive’s benefits shall
be either (A) delivered in full, or (B) delivered as to such lesser extent which
would result in no portion of such benefits being subject to the Excise Tax,
whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the Excise Tax, results in the receipt by the
Executive on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of such benefits may be taxable under
Section 4999 of the
Code.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed in its
corporate name, and the Executive has hereunto set his hand, all as of the day
and year first above written.

       

      
        
          
            
              
                
                  	
                          EXECUTIVE

                        
	 
      
	
                          By:

                        	
                          /s

                        
	 
	
                          Name:
      Steven Phillips

                        
	 
      
	
                          US
      SOLARTECH, INC.

                        
	 
      
	
                          By:

                        	
                          /s/

                        
	 
      
	
                          Name:
      Mohd Aslami

                        
	 
      
	
                          Title:
      Chief Executive
Officer

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      SALARY, BONUS AND ACCRUED
EXPENSES

      


      Section 4 (a) - Base
Salary

      


      
        	
              	
                i.

              	
                For
      January 2009 and February 2009, the Executive shall receive compensation
      at therate of an annual base salary of Ninety Seven Thousand Eight Hundred
      Dollars($97,800).

              


      

      


      
        
          	
                	
                  ii.

                	
                  From
      March 2009, the Executive shall receive compensation at the rate of an
      annual base salary of One Hundred Sixty Three Thousand Dollars ($163,000),
      subject to increases, if any, pursuant to Section 4 (a) of this
      Agreement.

                


        

      

      


      Section 4 (b) – Incentive
Bonus

      


      The
Executive shall receive 1.55% of the Company’s Operating Income (the "Incentive
Bonus"). The Incentive Bonus shall be calculated such that the Incentive Bonus
is determined before reflecting expenses, if any, related to the fair market
value for stock options and similar compensation items as well as the SAR
Award  (as defined in Exhibit B of this Agreement). For purposes of
this Agreement, the term "Operating Income" shall mean the operating income as
reported in the Company's quarterly 10Q’S and annual 10K filed with the
Securities and Exchange Commission. Such Incentive Bonus shall be paid to the
Executive within sixty calendar days (60) days of the end each calendar quarter
and seventy five (75) calendar days of the end of the calendar
year.

      


      Section 4
(e) – Accrued Amounts Owed:

       

      
        	
                 
      

              	
                i.

              	
                With
      respect to non-reimbursed health insurance premiums, the Company shall
      make eight (8) monthly payments to the Executive in the amount of Two
      Thousand Three  Hundred and Eighty Nine Dollars ($2,389), the
      first payment to be made during the month of March 2009 and the last
      payment to be made during the month of October 2009 and shall make an
      additional lump sum payment of One Thousand Two Hundred and Seventy Seven
      Dollars ($1,277) by June 30, 2009 for a total of Twenty Thousand Three
      Hundred and Eighty Nine Dollars
($20,389.)

              


      

       

      
        	
                 
      

              	
                ii.

              	
                With
      respect to other non-reimbursed expenses incurred by the Executive during
      the time period beginning October 2008 and ending December 2008, the
      Company shall make a lump sum payment in the amount of Four Thousand Six
      Hundred and Two Dollars ($4,602) by June 30,
  2009.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                iii.

              	
                With
      respect to the Executive's total compensation for the months of October
      2008, November 2008 and December 2008, the Company shall make payments
      totaling Twenty Four Thousand Four Hundred and Fifty Dollars ($24,450) by
      February 28, 2009.

              


      

       

      
        	
              	
                iv.

              	
                The
      Company owes additional Accrued Amounts owed to the Executive as of
      September 30, 2008 in the total amount of Three Hundred Forty Two Thousand
      and Eleven Dollars ($342,011), comprised of Three Hundred Three Thousand
      Five Hundred and Eighty Eight Dollars ($303,588) in compensation and
      Thirty Eight Thousand Four Hundred and Twenty Three Dollars ($38,423) in
      unreimbursed expenses. The Executive has the right, at his sole
      discretion, to convert all or part of such amount into shares of the
      Company's common stock, par value $.0001 per share at a conversion price
      of One Dollar and Fifty Cents ($1.50) per share. The total number of
      shares of common stock issuable upon the conversion of $342,011 is Two
      Hundred Twenty Eight Thousand and Seven (228,207.) To the extent that the
      Executive does not convert all or any portion of such Accrued Amount, the
      Executive agrees to defer payment of any remaining amount until July 1,
      2010. Notwithstanding any provision herein, the Company has the
      right, at its sole discretion upon ten (10) days' prior written notice to
      the Executive, to repay all or a portion of such Accrued Amount in
      cash.             

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      EXHIBIT
B

      


      US
SOLARTECH, INC.

      


      EXECUTIVE
PERFORMANCE STOCK APPRECIATION RIGHT AGREEMENT

      


      This
EXECUTIVE PERFORMANCE STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is
made and entered into as of January 1, 2009 (the "Effective Date"), by and
between US SolarTech, Inc., a Delaware corporation (the “Company”), and Steven
Phillips (the “Executive”).

      


      RECITALS

       

      A.           Consistent
with the provisions of the Employment Agreement by and between the Company and
the Executive dated as of January 1, 2009, (the "Employment Agreement") the
terms of which are incorporated herein by reference, the Company hereby intends
to grant the Executive a stock appreciation right relating to the shares of the
Company’s common stock, par value $.0001 per share (the "Company Stock") upon
the terms and conditions set forth in this Agreement.

      


      B.           Unless
otherwise defined herein, capitalized terms used in this Agreement shall have
the meanings set forth in the Employment Agreement.

      


      NOW
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

      


      1.  Grant of Stock
Appreciation Right. Subject to the terms and conditions of this
Agreement, the Company hereby grants the Executive a stock appreciation right
(the “SAR”) relating to an aggregate of Six Hundred Fifty Two Thousand (652,000)
shares of Company Stock (the “Shares”).  The SAR represents the right
to receive, at exercise, the appreciation in value of the Shares over the base
amount. The base amount is $1.50, which is the Fair Market Value of a Share on
the Effective Date (the “Base Amount”).

      


      2.  Vesting and Forfeiture
of SAR. This SAR may be exercised only if and to the extent that it has
become vested as specified in this Agreement.  The SAR is eligible to
become vested only during the period commencing on the effective date approval
for trading with respect to the Company is issued by the Financial Industry
Regulatory Authority (the "Trading Date") and ending on the 36 month anniversary
of the Trading Date (the “Vesting Period”).  To the extent the SAR has
not become vested by the last day of the Vesting Period, it shall thereupon be
forfeited.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      A.           Share Price Performance
Target. The SAR will vest upon the achievement of specific share price
performance targets during the Vested Period and shall be divided into three (3)
tranches aligned to specific share price performance targets as
follows:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    Tranche

                                                                  	 	
                                                                    Shares

                                                                  	 	 	
                                                                    Share Price 

                                                                    Performance 

                                                                    Target

                                                                  	 	 	
                                                                    Minimum 

                                                                    Share Price 

                                                                    Threshold

                                                                  	 	
                                                                    Quarterly 

                                                                    Tranche Testing 

                                                                    Date

                                                                  	 	
                                                                    Annual 

                                                                    Tranche 

                                                                    Testing Date

                                                                  
	
                                                                    2009
      

                                                                    Tranche

                                                                  	 	 	
                                                                    [20%]

                                                                  	 	 	$	3.00	 	 	$	2.55	 	
                                                                    3rd,
      6th
      and 9th 

                                                                    month
      

                                                                    anniversaries
      of 

                                                                    the
      Trading Date

                                                                  	 	
                                                                    12
      month 

                                                                    anniversary
      of 

                                                                    the
      Trading 

                                                                    Date

                                                                  
	
                                                                    2010
      

                                                                    Tranche

                                                                  	 	 	
                                                                    [40%]

                                                                  	 	 	$	4.50	 	 	$	3.82	 	
                                                                    15th,
      18th
      and 

                                                                    21st
      month 

                                                                    anniversaries
      of 

                                                                    the
      Trading Date

                                                                  	 	
                                                                    24
      month 

                                                                    anniversary
      of 

                                                                    the
      Trading 

                                                                    Date

                                                                  
	
                                                                    2011
      

                                                                    Tranche

                                                                  	 	 	
                                                                    [40%]

                                                                  	 	 	$	6.00	 	 	$	5.10	 	
                                                                    27th,
      30th
      and 

                                                                    33rd
      month 

                                                                    anniversaries
      of 

                                                                    the
      Trading Date

                                                                  	 	
                                                                    36
      month 

                                                                    anniversary
      of 

                                                                    the
      Trading 

                                                                    Date

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      Except to
the extent previously forfeited as provided in paragraph C below, the SAR shall
become vested (and become exercisable pursuant to Section 4) with respect to a
tranche on the first date (the “Vesting Date”) on which the moving weighted
average price for the previous thirty (30) trading day period equals or exceeds
the Share Price Performance Target with respect to such tranche.

      


      B.           Quarterly Tranche Testing
Date.  Upon the Quarterly Tranche Testing Date applicable to a
tranche, such tranche shall vest (to the extent such tranche has not already
vested) in an amount equal to the product of (i) the number of Shares relating
to such tranche multiplied by (ii) the quotient of (a) the highest moving
weighted average price for a share of Company Stock for any thirty (30)
[trading] day period during the ninety (90) days immediately preceding such
Quarterly Tranche Testing Date divided by (b) the Share Price Performance Target
for such tranche.

      


      C.           Annual Tranche Testing
Date.  Upon the Annual Tranche Testing Date applicable to a
tranche, such tranche shall vest (to the extent such tranche has not already
vested) in an amount equal to the product of (i) the number of Shares relating
to such tranche multiplied by (ii) the quotient of (a) the highest moving
weighted average price for a share of Company Stock for any thirty (30) trading
day period during the twelve (12) month period immediately preceding such Annual
Tranche Testing Date (the "Highest Average Price") divided by (b) the Share
Price Performance Target for such tranche.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      In the
event the Highest Average Price is below the Share Price Performance Target for
such tranche:

      


      (i)           If
the Highest Average Price is below the Minimum Share Price Threshold, any
unvested SAR Shares in such tranche shall be forfeited.

      


      (ii)           If
the Highest Average Price is at or above below the Minimum Share Price Threshold
any unvested SAR Shares in such tranche shall be carried forward and added to
the immediately succeeding tranche; provided, however, that any unvested SAR
Shares that have not vested as of the Annual Testing Date for the 2011 Tranche
date shall be forfeited.

      


      D.           Involuntary
Termination.  To the extent that it is not already vested, the
SAR shall become fully vested and exercisable if the Executive’s employment is
(i) terminated by the Company without Cause, or (ii) terminated by the Executive
for Good Reason (as such terms are defined under Section 9(c) and 9(h) of the
Employment Agreement, respectively). In such case, the "Vesting Date" shall be
the date of such termination of employment.

      


      E.           Death or Disability.
Upon the death or Disability (as defined under Section 9(a) of the Employment
Agreement) of the Executive, the SAR shall become fully vested and
exercisable.  In such case, the "Vesting Date" shall be the date of
the Executive's death or the date of termination of employment relating to a
Disability, as applicable.

      


      3. Termination of Stock Appreciation
Right. Any portion of the SAR, that is not vested and exercisable at the
date of Executive's termination of employment, and that does not become
exercisable pursuant to Section 2, shall terminate as of the Employee’s
termination date. In the event the Executive’s employment is (i) terminated by
the Company with Cause or (ii) terminated by the Executive without Good Reason,
all SARs hereunder shall terminate and thereafter be void. Notwithstanding
anything in this Agreement to the contrary, in no event may the SAR be exercised
after the expiration date of the SAR as set forth in Section 4.

      


      4. Exercise of Award. The
Executive may exercise all or any part of the vested SAR at any time [if
partially exercised, may be so exercised as to the unexercised vested Shares any
number of times] during the period commencing on the applicable Vesting Dates
specified in Section 2 and ending (the "Expiration Date") as
follows:

      


      A.          In
the case of any SAR Shares that have vested upon a Quarterly Tranche Testing
Date under Section 2.B. of this Agreement, forty-five days after the Annual
Tranche Testing Date or such tranche, subject to earlier termination as provided
in Section 3.

      


      B.           In
the case of any SAR Shares that have vested under Section 2 of this Agreement
(other than Section 2.B.), forty-five days after such Vesting Date subject to
earlier termination as provided in Section 3.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      As of the
Expiration Date, all rights of the Executive to exercise such vested SAR shall
terminate and said SAR shall thereafter be void; provided, however, that
immediately prior to the termination of the SARs as provided hereinabove (other
than pursuant to Section 3), all outstanding vested SARs shall be deemed to have
been exercised by Executive and Executive shall be deemed to have taken all
actions required by paragraph 5 for a valid exercise of SARs.

      


      5. Method of Exercise. The
Executive may exercise the SAR by delivery in person, by facsimile or electronic
transmission or through the mail of written notice of exercise to the Company
(Attention: General
Counsel/Corporate Secretary), at the Company’s principal place of business,
specifying the number of Shares with respect to which the SAR is being
exercised.  The exercise of the SAR shall be deemed effective upon
receipt of such notice by the Company, and the date of such receipt shall be the
“exercise date” for all purposes under this Agreement.

      .

      6. Form of
Payment. As soon as practicable, but in no event more then fifteen (15)
days after the exercise date of all or any part of the vested SAR pursuant to
Sections 4 or 5 of this Agreement, the Company shall provide the Executive with
a payment equal to the difference between the aggregate fair market value of the
Shares (based upon the share price as of the close of market on the exercise
date with respect to which such SAR is exercised, but in no event in excess of the
applicable Share Price Performance Target) and the aggregate Base
Price.  Payment shall be made, in the sole discretion of the Company,
in either cash or shares of Common Stock and shall be net of any amounts
required to satisfy the Company’s withholding obligations. Any fractional share
due to Grantee upon exercise shall be rounded up to the next full share of
Common Stock.

      


      It shall
be a condition to the Company's right to deliver shares of Common Stock in
satisfaction of its obligations hereunder that (i) (A) the issuance of such
shares to Grantee shall have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), on Form S-8 (or other appropriate form) and
(B) such shares may be immediately sold in the market by the Executive (either
pursuant to Rule 144 or a resale prospectus ) or (ii) such shares may be sold to
Executive without registration under the Securities Act and Executive's
immediate resale of such shares is not prohibited or otherwise restricted by the
registration requirements of the Securities Act.

      


      7. Adjustments. In the event
of any change in the outstanding Common Stock of the Company by reason of a
stock split, spinoff, stock dividend, stock combination or reclassification,
reorganization, recapitalization, merger, consolidation or similar event, the
Company shall adjust proportionally the number of Shares covered by the SAR and
the Base Price for the SAR Shares and make such other revisions to the SAR as
the Company may deem fit in order to prevent dilution or enlargement of the
Executive’s rights, including, without limitation, any such revisions as are
deemed necessary to comply with Section 409A of the Internal Revenue Code of
1986, as amended and Department of Treasury regulations and other interpretive
guidance issued thereunder (“Section 409A”) so as to avoid the imposition of
interest and penalty taxes.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      8. Non-transferability. The
SAR shall be transferable only by will or the laws of descent and distribution
and shall be exercised during Participant’s life only by participant or a legal
representative appointed for or by the Participant. Except as permitted by the
preceding sentence, the SAR or any rights or privileges conferred thereby shall
not be transferred, assigned, pledged or hypothecated in any way, whether by
operation of law or otherwise, and shall not be subject to execution, attachment
or similar process. Upon any attempted transfer, assignment, pledge,
hypothecation or other disposition of the SAR, or any right or privilege
conferred thereby, contrary to the provisions hereof, or upon the levy or any
attachment or similar process upon the SAR, or any right or privilege conferred
thereby, such SAR and such rights and privileges, shall immediately become null
and void.

      


      9. Miscellaneous.

      


      a. No Rights as Stockholder. The
Executive shall not be, nor have any of the rights or privileges of, a
stockholder of the Company in respect of any Shares relating to the SAR until
the date of issuance of a stock certificate for such shares of Common
Stock.

       

      b. Employment with the Company.
Any references in this Agreement to employment with or by the Company
shall be deemed to include employment with the Company or any parent or
subsidiary corporation thereof.

      


      c. Code Section 409A. This grant
is intended to be exempt from, or comply with, the provisions of Code Section
409A. To the extent that any provision of this Agreement fails to satisfy those
requirements, the provision shall be applied in operation in a manner that, in
the good faith opinion of the Company, brings the provision into compliance with
those requirements while preserving as closely as possible the original intent
of the provision and the value of the Agreement to the Executive. Terms defined
herein shall have the meanings given such terms under Section 409A if and to the
extent required to comply with Section 409A.

      


      d. Relationship to the Employment
Agreement. The provisions of this Agreement will be interpreted so as to
be consistent with the terms of the Employment Agreement, and any ambiguities in
this Agreement will be interpreted by reference to the Employment
Agreement.  If any provision of this Agreement is in conflict with the
terms of the Employment Agreement, the terms of the Employment Agreement will
prevail. To the extent any provision of any other agreement between the Company
and the Executive limits, qualifies or is inconsistent with any provision of
this Agreement, then for purposes of this Agreement, the provision of this
Agreement will control and such provision of such other agreement will be deemed
to have been superseded, as if such other agreement had been amended to the
extent necessary to accomplish such purpose.

      


      e. Binding Effect. This Agreement
will be binding upon the heirs, executors, administrators and successors of the
parties hereto.

      


      f. Governing Law. This Agreement
shall be governed by the laws of the State of New York, without regard to
conflicts of laws provisions. Any legal proceeding related to this Agreement
will be brought in an appropriate New York court, and the parties hereto consent
to the exclusive jurisdiction of the court for this purpose.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      g. Amendment and Waiver. This
Agreement may be amended, waived, modified or canceled only by a written
instrument executed by the parties hereto or, in the case of a waiver, by the
party waiving compliance.

      [Signature
page follows]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed in its
corporate name, and the Executive has hereunto set his hand, all as of the day
and year first above written.

      


      
        
          
            
              
                
                  	
                          US
      SOLARTECH, INC.

                        
	 
      
	
                          By:

                        	
                          /s/

                        
	 
      	
                          Steven
      Phillips – Chief Financial Officer

                        
	 
      
	
                          EXECUTIVE

                        
	 
      
	
                          By:

                        	
                          /s/

                        
	 	 
	 
      	
                          Mohd
      Aslami

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      NON-DISCLOSURE
AND NON-COMPETITION AGREEMENT

       

       

      This
Agreement (“Agreement”) between US Solar Tech Inc., a Delaware Corporation
(formerly known as "Silica Tech LLC," hereinafter, the “Company”) and Steven
Phillips (the “Employee”) is entered into and shall be effective as of August
25, 2005 (the “Effective Date”).

       

      WHEREAS,
the Employee has been employed by the Company since August 25, 2005 and wishes
to continue being employed by the Company; and

       

      WHEREAS,
the Company wishes to continue to employ the Employee subject to all of the
terms and conditions set forth in the Employment Agreement dated Januray 1,
2009, and the Employee is willing to continue being employed by the Company (the
“Employment”) on such terms and conditions;

       

      NOW,
THEREFORE, in consideration of the Employee’s Employment by the Company, and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Company and the
Employee agree as follows:

       

      
        	
                1.

              	
                Business of the
      Company. The Company is in the business of using plasma technology
      to develop, manufacture and internationally market new product
      applications directly related to the solar energy and semi-conductor
      industries, as well as the optical fiber
market.

              


      

       

      
        	
                2.

              	
                Inventions.
      “Inventions” means all ideas, inventions, discoveries, improvements, trade
      secrets, formulae, techniques, data, software, programs, systems,
      specifications, developments, system architectures, documentation,
      algorithms, flow charts, logic diagrams, source code, methods, processes,
      and other information, including works-in-progress, whether or not subject
      to statutory protection, whether or not reduced to practice, which are
      conceived, created, authored, developed, or reduced to practice by the
      Employee, either alone or jointly with others, whether on the premises of
      the Company or not, during the Employment (including, without limitation,
      all periods of employment with the Company prior to the Effective Date);
      provided,
      however,
      that any of the foregoing occurring neither on the premises of nor through
      the use of the property of nor at the direction of the Company which do
      not (a) relate to the actual or anticipated business, activities, research
      or investigations of the Company, (b) result from or are suggested by work
      performed by the Employee for the Company (whether or not made or
      conceived during normal working hours or on the premises of the Company),
      or (c) result to any extent, from use of the Company’s premises or
      property shall not constitute “Inventions” for purposes of this
      Agreement.

              


      

       

      
        	
                3.

              	
                Copyrightable
      Works. The Employee hereby acknowledges and agrees that all
      copyrightable works included in the Inventions shall be “works made for
      hire” within the meaning of the Copyright Act of 1976, as amended (17
      U.S.C. §101) (the “Act”), and that the Company is to be the “author”
      within the meaning of the Act.  The Employee acknowledges and
      agrees that all Inventions are the sole and exclusive property of the
      Company.  In the event that title to any or all of the
      Inventions does not or may not by operation of law, vest in the Company,
      the Employee hereby assigns to the Company, all his/her right, title and
      interest in all Inventions and all copies of them, in whatever medium
      fixed or embodied, and in all writing relating thereto in the Employee’s
      possession or control.  The Employee hereby expressly waives any
      moral rights or similar rights in any Invention or any such work made for
      hire.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                4.

              	
                Employee Cooperation
      with respect to Inventions. The Employee agrees not to file any
      patent, copyright or trademark applications relating to any
      Invention.  The Employee agrees to assist the Company whether
      before or after the termination of Employment, in perfecting, registering,
      maintaining, and enforcing, in any jurisdiction, the Company’s rights in
      the Inventions by performing promptly all acts and executing all documents
      deemed necessary or convenient by the
Company.

              


      

       

      
        	
                5.

              	
                Company as Employee's
      Agent. If the Company is unable, after duly reasonable effort, to
      secure the Employee’s signature on any such documents, the Employee hereby
      irrevocably designates and appoints the Company and its duly authorized
      officers and agents as the Employee’s agent and attorney-in-fact, to do
      all lawfully permitted acts (including but not limited to the execution,
      verification and filing of applicable documents) with the same legal force
      and effect as if performed by the
Employee.

              


      

       

      
        	
                6.

              	
                Confidential
      Information. “Confidential Information” means technical and
      business information about the Company, its subsidiaries and affiliates,
      and their respective clients and customers that is learned by the Employee
      in the course of the Employment (including, without limitation, all
      periods of employment with the Company prior to the Effective Date)
      including, without limitation, any and all proprietary Inventions,
      customer and potential customer names, product plans and designs, licenses
      and other agreements, marketing and business plans, and various other
      financial and businesses information of the Company. The Employee
      acknowledges that such Confidential Information is specialized, unique in
      nature and of great value to the Company, and that such information gives
      the Company a competitive
advantage.

              


      

       

      
        	
                7.

              	
                Employee Obligations
      with Regard to Confidential Information. During the Employment and
      thereafter, the parties agree that the Employee will not:  (a)
      use any Confidential Information, however acquired, except as necessary
      within the scope of Employment with the Company to perform his/her duties;
      (b) him/herself duplicate or replicate or cause or permit others to
      duplicate or replicate any document or other material in any medium
      embodying any Confidential Information except as necessary in connection
      with the Employment; or (c) disclose or permit the disclosure of any
      Confidential Information to any person, without the prior written consent
      of the Company.

              


      

       

      
        	
                8.

              	
                Company Ownership of
      Confidential Information. The Employee acknowledges that the
      Company owns all right, title and interest in and to the Confidential
      Information.  The Employee acquires hereunder no right, title or
      interest in any Confidential
Information.

              


      

       

      
        	
                9.

              	
                Employee Disclosure of
      Intellectual Property. The Employee agrees to complete Schedule A,
      Employee Disclosure of  Intellectual Property, attached hereto,
      in which the Employee shall disclose any Intellectual Property (as defined
      herein) owned by the Employee and believed by the Employee not to be
      covered by this Agreement.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                10.

              	
                Employee
      Representations. The Employee hereby represents and warrants as
      follows:

              


      

       

      
        	
                
                

              	
                (a)

              	
                The
      Employee’s performance of the terms of this Agreement and as an Employee
      of the Company will not breach any confidentiality or other Agreement into
      which the Employee entered with former employers or any other
      third-party;

              


      

       

      
        	
              	
                (b)

              	
                The
      Employee is not bound by any agreement either oral or written which
      conflicts with this Agreement;

              


      

       

      
        	
              	
                (c)

              	
                The
      Employee has been given a reasonable amount of time to consider the terms
      of this Agreement, incuding the opportunity to consult legal counsel;
      and

              


      

       

      
        	
              	
                (d)

              	
                The
      Employee has carefully read and considered the provisions of this
      Agreement, and agrees that the terms of the Agreement are: (i) fair and
      reasonable, (ii) supported by valuable consideration, (iii) reasonably
      required to protect the legitimate business interests of the Company, and
      (iv) not excessively restrictive with respect to the
    Employee.

              


      

       

      
        	
                11.

              	
                Return of Confidential
      Information. Upon the termination or expiration of the Employment,
      the Employee will return to the Company all tangible materials and all
      copies thereof, in whatever media, then in the Employee’s possession or
      control, containing or employing any Confidential Information, together
      with a written certification with the
foregoing.

              


      

       

      
        	
                12.

              	
                Covenant Not to
      Compete.  The Employee hereby agrees that s/he shall not,
      either as an employee, employer, consultant, agent, principal, partner,
      stockholder, corporate officer, director or in any other individual or
      representative capacity, engage or participate, substantially invest in or
      become employed by any business that is in competition in any manner
      whatsoever with the business of the Company, as defined in Section 1 of
      this Agreement, in the United States or in any location worldwide in which
      the Company has either filed, or taken steps to file, a patent application
      during the Employment, for a period of two (2) years immediately following
      the termination of his/her Employment with the Company, except upon
      express written consent of the
Company.

              


      

       

      
        	
                13.

              	
                Post-Employment
      Positions.  Nothing in this Agreement shall be construed
      to prevent the Employee from seeking or holding employment or a consulting
      relationship after the Employee’s term of Employment, with any person,
      firm, corporation, or other entity, which is not in competition with the
      business of the Company as defined in Section 1 of this
      Agreement.

              


      

       

      
        	
                14.

              	
                Non-Solicitation.
      The Employee agrees that, during the period of Employment and for a period
      of two (2) years thereafter, the Employee shall not, directly or
      indirectly:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                influence
      or attempt to influence customers or suppliers of the Company, or any of
      its subsidiaries or affiliates, to divert their business to any competitor
      of the Company, or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                solicit
      or recruit any employee or consultant of the Company for the purpose of
      being employed by or providing services to the Employee, or a competitor
      of the Company, or convey any confidential information about other
      employees of the Company to any other
person.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                15.

              	
                Non-Disparagement.
      The Employee hereby agrees that, during the Employment and for a period of
      one (1) year therafter, the Employee will not directly or indirectly
      disparage the Company or disseminate, or cause or permit the dissemination
      of any negative statements about the Company or any other employee,
      officer, director or agent of the Company. Notwithstanding the foregoing,
      the Employee is not hereby barred or restricted from exercising any right
      of speech or expression protected by applicable federal, state or local
      law.

              


      

       

      
        	
                16.

              	
                Entire
      Agreement. This Agreement constitutes the entire understanding of
      the parties with respect to the subject matter hereof and supersedes any
      understanding between the parties with respect thereto, including but not
      limited to any previously executed agreement. No provision of this
      Agreement may be changed or modified, nor may this Agreement be discharged
      in part or in whole, except in writing, executed by both
      parties.

              


      

       

      
        	
                17.

              	
                Breach of the
      Agreement. The Employee acknowledges and agrees that the Company
      would be irreparably injured by the Employee’s breach of this Agreement
      and that monetary remedies would be inadequate to protect against any
      actual or threatened breach of this Agreement.  Without
      prejudice to any other rights and remedies otherwise available to Company,
      the Employee agrees to the granting of equitable relief, including
      injunctive relief and specific performance, in favor of the Company
      without proof of actual damages to remedy or prevent any such
      breach.

              


      

       

      
        	
                18.

              	
                Governing Law.
      This Agreement shall be governed by and construed under the laws of the
      State of New York, without regard to the choice of law provisions
      thereof.  If the Agreement is held unenforceable to any extent
      in any jurisdiction, such holding will not impair the enforceability of
      the Agreement in any other
jurisdiction.

              


      

       

      
        	
                19.

              	
                Enforceability of
      Obligations. The obligations contained in Sections 2, 3, 4, 6, 7,
      8, 9, 10 and 11, hereof shall survive and continue in full force and
      effect regardless of the termination or expiration of the Employment or
      the Employee’s access to any Confidential Information, and shall be fully
      enforceable thereafter.

              


      

       

      
        	
                20.

              	
                Notice. All
      notices and other communications under this Agreement shall be in writing
      and shall be given by fax or first class mail, certified or registered
      with return receipt requested, and shall be deemed to have been duly given
      three (3) days after mailing or twenty-four (24) hours after transmission
      of a fax.

              


      

       

      
        	
                21.

              	
                Assignment. The
      Company shall have the right to assign its rights and obligations under
      this Agreement to any individual, entity, corporation or partnership that
      succeeds to all or a portion of the relevant business or assets of the
      Company.  This Agreement is personal to the Employee, and the
      Employee may not assign his/her rights and obligations under this
      Agreement to any third-party.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                22.

              	
                Enforceability.
      The invalidity or unenforceability of any provision herein shall not
      affect the validity or enforceability of any other provision
      herein.  If a court of competent jurisdiction determines that
      any portion of this Agreement is in violation of any statute or public
      policy only the portions of this Agreement that violate such statute or
      public policy shall be stricken, and all other portions of this Agreement
      that do not violate any statute or public policy shall continue in full
      force and effect.  Further, if any one or more of the provisions
      contained in this Agreement is determined by a court of competent
      jurisdiction in any State to be excessively broad as to duration, scope,
      activity or subject, or is unreasonable or unenforceable under the laws of
      such State, such provisions will be construed by limiting, reducing,
      modifying or amending them so as to be enforceable to the maximum extent
      permitted by the law of that State.  If the Agreement is held
      unenforceable in any jurisdiction, such holding will not impair the
      enforceability of the Agreement in any other
  jurisdiction.

              


      

       

      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Employee has signed this Agreement, as of the
date first above written.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                /s/

                              	 
      	
                                /s/

                              
	 	 	 
	
                                Signature

                              	 
      	
                                Signature

                              
	 
      	 
      	 
      
	
                                /s/

                              	 
      	
                                /s/

                              
	
                                Employee
      Name

                              	 
      	
                                Authorized
      Company Representative

                              
	 
      	 
      	 
      
	
                                 

                              	 
      	
                                 

                              
	
                                Date

                              	 
      	
                                Date

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

       Employee
Disclosure of Intellectual Property

      


      The undersigned Employee of US Solar
Tech, Inc., its subsidiaries, affiliates, successors, and assigns (the
“Company”), hereby discloses the following Intellectual Property, including but
not limited to inventions and/or patents and/or patent applications, and
represents that such Intellectual Property was acquired, discovered, created,
invented or otherwise made by the Employee prior to the Effective Date and
therefore is not covered by this Agreement signed by the Employee and the
Company ("NDA").

      


      (List all
Intellectual Property which you claim to be excluded from coverage by the
NDA.  If you do not claim any Intellectual Property to be excluded
from NDA coverage, then write “None”).

      


      Intellectual Property to be
Excluded from the NDA:

      


      Employee
Signature:

      


      Date: