**DELI
      SOLAR (USA), INC.**





**CODE
      OF ETHICS**
































**JULY
      2006**






























**OUR
      STANDARDS**





As
      an
      employee or director of Deli Solar (USA), Inc. and/or its subsidiaries
      (individually or collectively referred to as “ **we** ,”
      “ **us** ,”
or
      the
“ **Company** ”)
      you
      share the privilege and responsibility of upholding our Company’s ethical
      reputation. You do this each time you act honestly, ethically and legally.
      While
      many, if not most, of the situations you encounter in the conduct of your own
      or
      our Company’s business or other dealings present clear choices as to proper
      conduct, there are also many situations where making the right choice can be
      challenging.





We
      have
      prepared this Code of Ethics (the “ **Code** ”)
      to
      summarize certain key policies and procedures that we believe govern doing
      business in an ethical and legal manner. This Code does not describe all of
      the
      details or all of the applicable laws, regulations or Company policies. Rather,
      we have attempted to discuss those you are most likely to encounter. You are
      expected to understand how our policies apply to you and to follow them. We
      encourage you to discuss any questions or concerns you may have with the
      President of the Company.





**Responsibilities
      of All Employees and Directors**





All
      employees and directors of the Company are responsible for complying with this
      Code. Any employee or director having information concerning any prohibited
      or
      unlawful act shall promptly report such matter to the President. While this
      is
      the preferred reporting procedure, employees should also feel free to report
      to
      anyone in management, including the Board of Directors, the Chief Financial
      Officer or a Vice President. It could also be appropriate to contact the Audit
      Committee of the Board of Directors through its Chairman.





Employees
      and directors should be advised of this reporting obligation and encouraged
      to
      report any prohibited or unlawful activities of which they are aware. There
      will
      be no reprisals for reporting such information in good faith, even if it later
      turns out that all or some of the report is incorrect.





**Conflicts
      of Interest**





As
      a
      director or employee you have a duty to avoid business, financial or other
      direct or indirect interests or relationships which conflict with the interests
      of our Company or which could divide your loyalty to our Company. Any activity
      which even appears to present such a conflict must be avoided or terminated
      unless, after disclosure to our Chief Financial Officer, it is determined and
      communicated in writing to you that the activity is not harmful to our Company
      or otherwise improper.





A
      conflict or the appearance of a conflict of interest may arise in many ways.
      For
      example, depending on the circumstances, any of the following may be an improper
      conflict of interest:




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|· | Ownership
              of or an interest in a competitor or in a business with which our Company
              or any of our agents (including any of the companies acting on our
              behalf)
              has or is contemplating a relationship (such as a supplier, customer,
              landlord, distributor, licensee/ licensor, etc.) either directly or
              indirectly, such as through family members.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Profiting,
              or assisting others to profit, from confidential information or business
              opportunities that are available to you because of your employment
              by our
              Company or your being a director of our Company.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Providing
              service to a competitor or a proposed or present supplier or customer
              as
              an employee, director, officer, partner, agent or consultant.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Soliciting
              or accepting gifts, payments, loans, services or any form of compensation
              from suppliers, customers, competitors or others seeking to do business
              with our Company or any of our agents. Social amenities customarily
              associated with legitimate business relationships are permissible.
              These
              include the usual forms of entertainment such as lunches or dinners
              as
              well as occasional gifts of modest value. While it is difficult to
              define
              "customary," "modest," or "usual" by stating a specific dollar amount,
              common sense should dictate what would be considered extravagant or
              excessive. If a disinterested third party would be likely to infer
              that it
              affected your judgment, then it is too much. All of our business dealings
              must be on arm's-length terms and free of any favorable treatment
              resulting from the personal interests of our employees or directors.
              Loans
              to employees and directors from financial institutions which do business
              with our Company are permissible as long as the loans are made on
              prevailing market terms and conditions.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Influencing
              or attempting to influence any business transaction between our Company
              or
              our agents and another entity in which you have a direct or indirect
              financial interest or for which you act as a director, officer, employee,
              partner, agent or consultant.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | Buying
              or selling securities of any other company using non-public information
              obtained in the performance of your employment duties, or providing
              such
              information so obtained to others.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Disclosure
      is the key. If you have a question about whether any situation in which you
      are
      involved amounts to a conflict of interest or the appearance of one, you should
      disclose the pertinent details, preferably in writing, to our Company’s Audit
      Committee and should not act until you are advised in writing that the action
      is
      not harmful to our Company or otherwise improper.





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To
      summarize, each employee and director is obligated to disclose his or her own
      conflict or any appearance of a conflict of interest. We may approve of certain
      relationships or transactions on the grounds that, despite appearances, they
      are
      not harmful to our Company, but all relationships or transactions that are
      actual conflicts of interest or may appear to be conflicts of interest will
      be
      prohibited, even if they do not harm our Company, unless they have been
      submitted and gone through this approval process.





**Compliance
      with Laws and Regulations**





Certain
      aspects of our business are covered by statutes and regulations, especially
      in
      China.





It
      is
      Company policy to comply with the laws of each state and country in which we
      do
      business. It is the responsibility of our Company's directors, management and
      employees to be familiar with the laws and regulations that relate to our
      business responsibilities and to comply with them.





Our
      legal
      counsel is always available for consultation on the laws which relate to our
      businesses; however, it is management’s responsibility to ensure compliance with
      applicable laws.





If
      you
      have any question whether a transaction or course of conduct complies with
      applicable statutes or regulations, it is your responsibility to consult with
      our legal counsel and act in accordance with their advice. We hold management
      responsible for ensuring that employees are aware of their responsibilities
      in
      this regard.





The
      following are several areas of regulated business activity that require special
      attention:





**Compliance
      with Securities Laws**





Our
      Company is often required by the securities laws of the United States to
      disclose to the public important information regarding our Company.





If
      you
      know important information about our Company that has not been disclosed to
      the
      public, you must keep such information confidential. It is a violation of United
      States law to purchase or sell our Company’s stock based on such important
      non-public information. Employees and directors may not do so and may not
      provide such information to others for that or any other purpose.





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In
      addition, you may not buy or sell securities of any other company using
      important non-public information obtained in the performance of your duties
      for
      our Company, and you may not provide such information so obtained to others.





You
      should understand that securities laws are taken very seriously and government
      agencies have developed extensive ways to monitor securities trading activities.
      Violations of securities laws can result in large civil and criminal penalties
      against companies and individuals.





**Competition
      and Fair Dealing**




We
      seek
      to outperform our competition fairly and honestly. We seek competitive
      advantages through superior performance, never through unethical or illegal
      business practices. Stealing proprietary information, possessing trade secret
      information that was obtained without the owner’s consent, or inducing such
      disclosures by past or present employees of other companies is prohibited.
      Each
      employee should endeavor to respect the rights of and deal fairly with the
      Company’s customers, suppliers, competitors and employees. No employee should
      take unfair advantage of anyone through manipulation, concealment, abuse of
      privileged information, misrepresentation of material facts, or any other
      intentional unfair-dealing practice.






To
      maintain the Company’s valuable reputation, compliance with our quality
      processes and safety requirements is essential. In the context of ethics,
      quality requires that our products and services be designed to meet our
      obligations. All operations must be conducted in accordance with all applicable
      regulations. Compliance with all regulations and laws of governing or regulatory
      agencies should be given priority over the opportunity to profit or gain
      competitive advantage.




The
      purpose of business entertainment and gifts in a commercial setting is to create
      good will and sound working relationships, not to gain unfair advantage with
      suppliers and customers. No gift or entertainment should ever be offered, given,
      provided or accepted by any Company employee, family member of an employee
      or
      agent unless it: (1) is not a cash gift, (2) is consistent with customary
      business practices, (3) is not excessive in value, (4) cannot be construed
      as a
      bribe or payoff and (5) does not violate any laws or regulations. Please discuss
      with your supervisor any gifts or proposed gifts that you are not certain are
      appropriate.





**Political
      Activities and Contributions**





Our
      Company encourages directors and employees to be involved personally in
      political affairs; however, you may not directly or indirectly use or contribute
      funds or assets of our Company to or for any political party, candidate or
      campaign unless such a use or contribution is lawful and is approved in writing
      by our President.





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**Respect
      for Trade Secrets**





It
      is our
      Company’s policy to respect the trade secrets and proprietary information of
      others. Although information obtained from the public domain is a legitimate
      source of competitive information, a trade secret obtained through improper
      means is not. The unauthorized use of trade secrets or other proprietary
      information could subject both our Company and you to substantial civil
      liability.





If
      a
      competitor's trade secrets or proprietary information are offered to you in
      a
      suspicious manner, or if you have any question about the legitimacy of the
      use
      or acquisition of competitive information, you should contact our President
      immediately. No action regarding such information should be taken before
      consultation with our President.





**Confidentiality
      of Personal Information**





Confidentiality
      applies not only to business information, but to the personal information of
      our
      Company’s employees, former employees, job applicants and other persons. Our
      Company requires that personal information be collected, processed, stored
      and
      transferred with adequate precautions to ensure confidentiality and be
      accessible only to those individuals with legitimate reasons to know about
      or
      have access to the information. When appropriate, we will ask you for your
      consent to the collection, processing, storage and transfer of personal
      information and you will be given the opportunity to review you personal data
      and correct any errors found.





**Use
      of Funds and Assets and Complete and Accurate Books and Records; Second Country
      Payments**





Sales
      of
      our Company's and our agents’ products and services, and purchases of products
      and services of our suppliers, shall be made solely on the basis of quality,
      price and service, and never on the basis of giving or receiving payments,
      gifts, entertainment or favors.





No
      Company funds or assets shall be used for any unlawful purpose. No director
      or
      employee shall purchase privileges or special benefits through payment of
      bribes, illegal political contributions, or other illicit payments.





No
      undisclosed or unrecorded fund or asset shall be established for any purpose.





No
      false
      or artificial entries shall be made in the books and records of our Company
      for
      any reason, and you should never engage in any arrangement that results in
      such
      any false or artificial entry, even if you are directed to do so by a
      supervisor. If any supervisor directs you to engage in any conduct which could
      result in a false or artificial entry in our Company’s books and records, you
      should report the incident to our Chief Financial Officer
      immediately.





No
      payment shall be approved or made with the agreement or understanding that
      any
      part of such payment is to be used for any purpose other than as described
      in
      the documents supporting the payment.





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No
      payments of any kind (whether commissions, promotional expenses, personal
      expenses, free goods or whatever) shall be made to an unaffiliated distributor
      or sales agent (or employee or agent thereof) in any country other than the
      one
      in which the sales were made or in which the distributor or sales agent has
      a
      substantial place of business.





**Equal
      Opportunity**





Our
      Company’s policy is to provide equal employment opportunities and to treat all
      employees and applicants without regard to personal characteristics such as
      race, color, religion, sexual orientation, gender, age, national origin, marital
      status, pregnancy, disability or veteran status. Managers are responsible for
      implementing this policy.





**Discrimination
      or Harassment**





Our
      Company strives to maintain a work environment free of verbal or physical
      harassment regarding racial, ethnic, religious, physical or sexual
      characteristics or any other prohibited factor. This policy applies to conduct
      that is made a condition of employment, is used as a basis for making employment
      or promotion decisions, creates an intimidating, hostile or offensive working
      environment or otherwise unreasonably interferes with an individual’s work
      performance.





Our
      Company could be held responsible for the harassment of or discrimination
      against employees by managers or other employees or even non-employees if our
      Company knows or should have known about the behavior and fails to take
      corrective action. Employees should be aware that they are subject to dismissal
      if they engage in harassment or discrimination of others.





**Health
      and Safety**




The
      Company strives to provide each employee with a safe and healthful work
      environment. Each employee has responsibility for maintaining a safe and healthy
      workplace for all employees by following safety and health rules and practices
      and reporting accidents, injuries and unsafe equipment, practices or conditions.




Violence
      and threatening behavior are not permitted. Employees should report to work
      in
      condition to perform their duties, free from the influence of illegal drugs
      or
      alcohol. The use of illegal drugs or alcohol in the workplace will not be
      tolerated.





**Abuse
      of Drugs and Alcohol**





Substance
      abuse presents serious health and safety hazards in the workplace. Our policy
      is
      to eliminate substance abuse by our employees. Applicants are subject to
      pre-employment drug testing. We also reserve the right to test employees who
      display unusual behavior or where there is reasonable suspicion of drug or
      alcohol abuse. Where permitted, employees may also be tested on a random,
      universal basis.





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**Financial
      and Accounting Officers and Managers**





Financial
      and Accounting Officers and Managers hold an important and elevated role in
      corporate governance. As part of the Corporate Leadership Team, Financial and
      Accounting Officers and Managers are vested with both the responsibility and
      authority to protect, balance, and preserve the interests of all of the
      Company’s stakeholders, including shareholders, clients, employees, suppliers,
      and citizens of the communities in which business is conducted. Financial and
      Accounting Officers and Managers fulfill this responsibility by prescribing
      and
      enforcing the policies and procedures employed in the operation of the Company’s
      financial organization, and by demonstrating the following:





Financial
      and Accounting Officers and Managers will exhibit and promote the highest
      standards of honest and ethical conduct through the establishment and operation
      of policies and procedures that:




|· | Encourage
              professional integrity in all aspects of the financial organization,
              by
              eliminating inhibitions and barriers to responsible behavior, such
              as
              coercion, fear of reprisal, or alienation from the financial organization
              or the enterprise itself.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|· | Prohibit
              and eliminate the occurrence of conflicts between what is in the best
              interests of the enterprise and what could result in material personal
              gain for a member of the financial organization, including Financial
              and
              Accounting Officers and Managers.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|· | Provide
              a mechanism for members of the finance organization to inform senior
              management of deviations in practice from policies and procedures
              governing honest and ethical behavior.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financial
      and Accounting Officers and Managers will establish and manage the enterprise
      transaction and reporting systems and procedures to ensure that:




|· | Business
              transactions are properly authorized and completely and accurately
              recorded on the Company’s books and records in accordance with Generally
              Accepted Accounting Principles (GAAP) and established company financial
              policy.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|· | The
              retention or proper disposal of Company records shall be in accordance
              with applicable legal and regulatory requirements.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------





|· | Periodic
              financial communications and reports will be delivered in a manner
              that
              facilitates a high degree of clarity of content and meaning so that
              readers and users can determine their significance and consequence.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------






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