Filed by Automated Filing Services Inc. (604) 609-0244 - Solar Enertech Corp. - Exhibit 10.1






EXHIBIT 10.1 

MANAGEMENT AGREEMENT 

THIS AGREEMENT effective as of the 1st day
  of June, 2007 although entered into on April 26, 2007.

	BETWEEN: 	
      SOLAR ENERTECH CORP., a company incorporated under
      the laws of the State of Nevada and having a business address at 1600
      Adams Drive, Menlo Park, CA, 94025 

	. 	
       

	  	
      (the “Company”) 

	  	
       

	AND: 	
      MING-WAI ANTHEA CHUNG, an accountant, having an
        address c/o Solar Enertech Corp. at 1600 Adams Drive, Menlo Park, CA,
        94025 

	  	
       

	  	
      (the “CFO”) 




	A. 	
      The Company is a company incorporated under the laws of
      the State of Nevada;

	 	 
	B. 	
      The Company is in the business of the manufacture,
      distribution and sale of solar energy related products;

	 	 
	C. 	
      The Company requires a person to act as its CFO and, in
      addition to this, provide other management services;

	 	 
	D. 	
      The Company wishes to retain the services of the CFO on
      the terms and conditions of this Agreement;



THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and agreements hereinafter contained, the
parties agree as follows: 

ARTICLE 1 
APPOINTMENT AND AUTHORITY OF CFO


1.01        APPOINTMENT OF CFO


The Company hereby appoints Ming-Wai Anthea Chung as its CFO to
perform certain services for the benefit of the Company as herein set forth, and
the Company hereby accepts such appointment and authority on the terms and
conditions herein set forth. The CFO further confirms her appointment to the
position of Chief Financial Officer (effected on June 1, 2007) and will hold
said appointment on an interim basis until such time as she may resign or her
appointment is terminated in accordance with the terms herein. 




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1.02        AUTHORITY OF
CFO 

The CFO shall have no right or authority, express or implied,
to commit or otherwise obligate the Company in any material manner whatsoever
except to the extent specifically provided herein or specifically authorized in
writing by the President of the Company or its Board of Directors. 

1.03        CFO’S
WARRANTIES 

The CFO represents and warrants that she will provide competent
management; that she has the qualifications, experience and capabilities
necessary to carry out the Services to be performed hereunder; and that the
Services will be performed in a competent and efficient manner. 

ARTICLE 2 
CFO’S AGREEMENTS 

2.01       
The CFO will undertake all activities which will further and enhance
the business and affairs of the Company as she is directed by the Company’s
President and its Board of Directors. For purposes of this Agreement, “Company”
means the Company and all of its subsidiaries and affiliates. The CFO
acknowledges that the Company initially has limited personnel and resources, and
that the CFO will be requested to undertake activities which will be outside the
general nature of work ordinarily performed by the CFO of a corporation. 

The CFO, at the expense of and on behalf of the Company, shall:


	 	(a) 	
      make and implement or cause to be implemented all lawful
      decisions of the President of the Company and the Board of Directors of
      the Company (the “Board”) in accordance with and as limited by this
      Agreement; and

	 	 	 
	 	(b) 	
      at all times be subject to the direction of the President
      of the Company and the Board and keep the Board informed as to all
      material matters concerning the CFO’s activities.



2.02        MANAGEMENT
ACTIVITIES 

In carrying out its obligations under this Agreement, the CFO
shall undertake all activities necessary to develop the business of the Company
including those activities described in section 2.01 hereof and including the
following: overseeing, coordinating and supervising the preparation and audit of
the Company's financial statements, overseeing and supervising the preparation
of the Company's financial statement filings in accordance with applicable rules
under the Securities Exchange Act of 1934 and acting as the liaison and contact
person for outside counsel and audit staff on all matters concerning the
preparation, filing and audit of the Company's financial statements
(collectively, the "Services"). 




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The CFO acknowledges that the Company is a reporting issuer
under the laws of the United States of America and that any funds received as
subscriptions or sales revenues of the Company’s products must be fully
accounted for in a manner in accordance with US GAAP. The CFO agrees that she
will make all reasonably necessary efforts to ensure that the management of the
Company, and the accounting for it, is in accordance with US GAAP principles.


The Services will be delivered and performed primarily in
Shanghai, PRC and at the Company's offices in Shanghai, PRC. 

2.03        AUTHORITY OF
CFO 

The Company hereby authorizes the CFO, subject to the other
provisions of this Agreement, to do all acts and things as the CFO may in her
discretion deem necessary or desirable to enable the CFO to carry out her duties
hereunder, and hereby grants the CFO the inherent authority to undertake all
such activities as a CFO acting as CFO normally has. 

2.04        LIMITATION OF
CFO’S OBLIGATIONS 

Notwithstanding anything in this Agreement, the CFO shall not
be required to expend her own money or to incur any liabilities, obligations,
costs, dues or debts and all money required by the CFO to carry out her duties
under this Agreement shall be provided by the Company to the CFO forthwith upon
the CFO’s request. 

The engagement of the CFO by the Company will be exclusive and
the CFO will devote her full-time energies to acting as CFO of the Company. 

2.05        RELATIONSHIP


The parties confirm the CFO will be a full-time employee of the
Company and will be subject to the control and direction of the President of the
Company and its board of directors; and that income tax deductions and other
deductions will be made by the Company where necessary. 

ARTICLE 3 
COMPANY’S AGREEMENTS 

3.01        COMPENSATION
OF CFO 

As compensation for the services rendered by the CFO pursuant
to this Agreement, the Company agrees to pay the CFO an annual salary of
US$130,000 which amount will be increased to US$150,000 per annum subsequent to
the filing of the first quarterly financial statements which indicate that the
Company has achieved break even which is defined as zero or positive net income
after tax. The annual salary will be further increased to US$175,000 per annum
subsequent to the filing of the first quarterly financial statements which
indicate that the Company has achieved RMB 180 million in sales revenues for the
preceding twelve (12) months 




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(the "Salary"). The Salary shall be payable on or before the
first day of each month, or if a Saturday, Sunday or holiday, the preceding
business day. 

The Company will reimburse the CFO of reasonable living
expenses such as housing, children’s tuition, transportation, meals and laundry
expenses, etc. Expenses will be reimbursed only when they are supported by
proper receipts. These reimbursable expenses are deducted from monthly salary
and are paid before or together with the next salary payment.

While the Salary is at US$130,000, all Salary in excess of
US$100,000 will be accrued on the Company's books. The accrued amounts will be
payable in cash or shares at the mutual agreement of the Company and the CFO or
immediately payable upon termination of employment. 

The CFO will also be granted that number of incentive stock
options which is agreed to between her and the Company's President. 

The CFO shall be entitled to two weeks paid vacation for every
six months worked under this Agreement with round trip airfare for the CFO and 2
children are paid for by the Company to the destination she chooses. 

3.02        REIMBURSEMENT
OF EXPENSES 

The Company shall only be obligated to pay or reimburse the CFO
for the normal and usual expenses of managing the Company as provided herein,
including, without any limitation, any other expenses as set out herein. In the
event of a dispute between the CFO and the Company regarding the amount set out
in the statement of expenses the Company will nevertheless be obligated to pay
the amount set out herein to the CFO, and the Company may then refer the matter
to arbitration as provided for herein. 

The Company shall be expressly obligated to pay the following
expenses for the CFO: 

(a) Heath Insurance: for the CFO and her immediate family
(spouse and / or children) which health insurance will be effective in China and
which will, at the choice of the CFO, either be reimbursed to her or arranged
for her by the Company (at her direction). The Health Insurance will be under a
plan or policy which is mutually agreed to by the Company's President and the
CFO. 

(b) Vehicle: the Company will provide a car, for the term of
this Agreement, for the CFO, which may be used by her (or directed by her) to
provide transportation to her immediate family (spouse and / or children) and
will also provide a driver 

(c) Relocation Expenses: the Company will reimburse the CFO for
reasonable relocation expenses such as up to four (4) economy air transportation
tickets, shipping fees and temporary housing until she finds suitable housing in
Shanghai. 

3.03        ACCESS TO
COMPANY INFORMATION 




5

The Company shall make available to the CFO such financial
information and data and shall permit the CFO, to have access to such documents
or premises as are reasonably necessary to enable her to perform the Services
provided for under this Agreement. 

3.04        INDEMNITY BY
COMPANY 

The Company agrees to indemnify, defend and hold harmless the
CFO, from and against any and all claims, demands, losses, actions, lawsuits and
other proceedings, judgements and awards, and costs and expenses (including
reasonable legal fees), arising directly, in whole or in part, out of any matter
related to any action taken by the CFO within the scope of her duties or
authority hereunder, excluding only such of the foregoing as arise from the
fraudulent or wilful act or omission of the CFO and the provisions hereof shall
survive termination of this Agreement. Nothing in this paragraph may be
construed to commit the Company to indemnify the CFO or provide insurance where
such an act is prohibited by statutory, legal or regulatory requirements. 

3.05       
DIRECTORS AND OFFICERS INSURANCE 

The Company will obtain Directors and Officers Insurance
(“D&O insurance”) with coverage which is sufficient, in the view of the CFO
and the Company, to insure the CFO against risk. D&O insurance will be in
place for the entire term of the CFO’s employment. This employment agreement is
contingent upon obtaining of D&O insurance. 

ARTICLE 4 
DURATION, TERMINATION AND DEFAULT


4.01        EFFECTIVE
DATE 

This Agreement shall become effective as of the day and year
first above written and shall remain in force, subject to the earlier
termination as provided herein, for a period of two years. Thereafter this
Agreement will continue on a monthly basis, on agreement of the parties hereto,
until terminated in accordance with paragraph 4.02. This Agreement replaces and
supersedes any oral agreement regarding the CFO’s compensation . 

4.02       
TERMINATION 

This Agreement may be terminated by either party at any time
without cause by giving the other party written notice of such termination at
least forty-five (45) days prior to the termination date set forth in such
written notice. 

4.03        DUTIES UPON
TERMINATION 

Upon termination of this Agreement for any reason, the CFO
shall promptly deliver the following in accordance with the directions of the
Company: 




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	 	(a) 	
      a final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of termination;

	 	 	 
	 	(b) 	
      all documents pertaining to the Company or this
      Agreement, including but not limited to all books of account, financial
      records, audit working papers, correspondence and contracts, invoices,
      sales records, inventory records and financial data in electronic form
      provided; and

	 	 	 
	 	(c) 	
      all property of the Company, including product inventory,
      which is in her possession or the possession of her family, associates and
      affiliates.



Upon termination, the Company will pay to the CFO any amounts
outstanding to her under this Agreement. 

Upon termination, the Company shall have a security interest
and ownership in any unsold product, inventory or asset of the Company which is
in the possession of the CFO at the time of the termination and the CFO shall be
personally liable for the return of such unsold product, inventory or asset to
the care and control of the Company or for its return to the Company. 

ARTICLE 5 
CONFIDENTIALITY 

5.01        OWNERSHIP OF
WORK PRODUCT 

Subject to section 5.02, all financial data, financial records
(be they in electronic or hard form), reports, documents, concepts, products and
processes together with any marketing schemes, business or sales contracts, or
any business opportunities prepared, produced, developed, or acquired, by or at
the discretion of the CFO alone or in conjunction with other employees of the
Company, directly or indirectly, in connection with or otherwise developed or
first reduced to practice by the CFO performing the services (collectively, the
“Work Product”) shall belong exclusively to the Company which shall be entitled
to all right, interest, profits or benefits in respect thereof and shall further
be entitled to exclusive possession thereof. 

5.02       
CONFIDENTIALITY 

During and for a period of two (2) years after the termination
of this Agreement, the CFO shall not disclose any information, documents, or
Work Product concerning the existing company interests to which the CFO may have
access by virtue of its performance of the services to any person not expressly
authorized by the Company for that purpose.

5.03        RESTRICTIVE
COVENANTS 

The CFO shall, during the term of this Agreement, devote all
reasonable time, attention, and abilities to the business of the Company and,
where directed by the President or the Board, to the 




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business of companies associated with the Company as is
reasonably necessary for the proper exercise of her duties. 

ARTICLE 6 
MISCELLANEOUS 

6.01        WAIVER;
CONSENTS 

No consent, approval or waiver, express or implied, by either
party to or of any breach or default by the other party in the performance by
the other party of its obligations hereunder shall be deemed or construed to be
a consent or waiver to or of any other breach or default in the performance by
such other party of the same or any other obligations of such other party or to
declare the other party in default, irrespective of how long such failure
continues, shall not constitute a general waiver by such party of its rights
under this Agreement, and the granting of any consent or approval in any one
instance by or on behalf of the Company shall not be construed to waiver or
limit the need for such consent in any other or subsequent instance. 

6.02        GOVERNING LAW


This Agreement shall be governed by the laws of the State of
Nevada and, subject to Section 6.08, any dispute under the terms of this
Agreement shall enure to the courts thereof. 

6.03        NO ASSIGNMENT
PERMITTED 

All of the rights, benefits, duties, liabilities and
obligations of the parties hereto shall enure to the benefit of and be binding
upon the respective successors of the parties provided that in no circumstances
is this Agreement assignable by either party save and except that, where
approved in writing by both parties, the CFO may be assigned to complete tasks
and provide services to a subsidiary of the Company or an associated company
thereof. 

6.04        MODIFICATION
OF AGREEMENT 

Save and except any non-disclosure agreement which may be
executed between the CFO and the Company, this Agreement constitutes the entire
agreement between the CFO and the Company and to be effective any modification
of this Agreement must be in writing and signed by the party to be charged
thereby. 

6.05        NOTICES


All notices, requests and communications required or permitted
hereunder shall be in writing and shall be sufficiently given and deemed to have
been received upon personal delivery or, if mailed, upon the first to occur of
actual receipt of forty-eight (48) hours after being placed in the mail in the
United States, postage prepaid, registered or certified mail, return receipt
requested, respectively addressed to the Company or the CFO as first noted
above, or to such other address as may be specified in writing to the other
party, but notice of a change of address shall be 




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effective only upon the actual receipt; and provided that in
the event of an interruption in the ordinary postal service, all notices,
requests and communications shall be delivered and not mailed. 

6.06        FURTHER
ASSURANCES 

The parties will execute and deliver all such further documents
and instruments and do all such further acts and things as may be required to
carry out the full intent and meaning of this Agreement and to effect the
transactions contemplated hereby. 

6.07        COUNTERPARTS


This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument. A faxed signature shall be accepted as an original.


6.08        ARBITRATION


In the event that the parties hereto dispute any matter
concerning the terms and conditions of ther Agreement, the matter will be
determined by a single arbitrator appointed by the parties hereto or, in the
event that the parties are not able to agree on the appointment of a single
arbitrator, either party may request the courts to appoint a single arbitrator
in accordance with commercially normal arbitration practices in the State of
California. The arbitrator shall fix a time and place in San Francisco,
California or, should the parties agree, in Hong Kong, for the purpose of
hearing the evidence and representations of the parties. After hearing any
evidence and representations that the parties may submit, the arbitrator shall
make an award and reduce the same to writing and deliver one copy thereof to
each of the parties. The award shall be kept confidential by the parties hereto
except as disclosure is required by applicable securities laws and regulatory
bodies. The decision of the arbitrator shall be made within 45 days after her or
her appointment subject to any reasonable delay due to unforeseen circumstances.
The parties agree that the award of the single arbitrator shall be final and
binding upon each of them and shall not be subject to appeal. 

6.09        INDEPENDENT
LEGAL ADVICE 

The CFO hereby acknowledges that she has acted for herself
in the preparation and negotiation of this Agreement and acknowledges that she
has been advised to seek independent legal counsel and review of this Agreement,
and in particular tax counsel, prior to its execution. CD Farber Law Corporation
has acted for the Company only in the preparation of this Agreement. The CFO and
the Company acknowledge that CD Farber Law Corporation is not familiar with tax
or employment laws in the PRC and in the United States which might be applicable
to this Agreement, in particular as respects the tax residency of the parties
hereto and any deductions, remittances or withholding which may be required as a
result of the entering into of this Agreement. 




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IN WITNESS WHEREOF the parties have executed this
Agreement effective June 1, 2007. 

 

SOLAR ENERTECH CORP. 
by its authorized signatory:


      /s/ Leo Shi Young,
President                                   


 

     /s/ Ming-Wai Anthea
Chung                                    
MING-WAI
ANTHEA CHUNG