WARRANT

       

      THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
OTHER SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.

       

      January     ,
2009

       

      Warrant
to Purchase up to_______ Shares of Common Stock of US SolarTech, Inc.
(hereinafter, the “Warrant”).

       

      US
SolarTech, Inc., an entity organized and existing under the laws of the State of
Delaware (the “Company”), hereby
agrees that _____________ (“Warrant Holder”) is
entitled, on the terms and conditions set forth below, to purchase from the
Company at any time during the Exercise Period (hereinafter defined) up to
________ fully paid and non-assessable shares of Common Stock, par value $0.0001
per share, of the Company (the “Common Stock”), as
the same may be adjusted from time to time pursuant to Section 5 hereof, at the
Exercise Price (hereinafter defined), as the same may be adjusted pursuant to
Section 5 hereof.

       

      Section
1      Definitions

       

      “Aggregate Exercise
Price” shall mean, with respect to any exercise (in whole or in part) of
this Warrant the Exercise Price multiplied by the total number of shares of
Common Stock for which this Warrant is being exercised.

       

      “Capital Shares” shall
mean the Common Stock, and any shares of any other class of common stock whether
now or hereafter authorized, having the right to participate in the distribution
of dividends (as and when declared) and assets (upon liquidation of the
Company).

       

      “Exercise Date” shall
mean, with respect to any exercise (in whole or in part) of this Warrant either
(i) the date this Warrant, the Exercise Notice and the Aggregate Exercise Price
are received by the Company or (ii) the date a copy of the Exercise Notice is
sent by facsimile to the Company, provided that this Warrant, the original
Exercise Notice, and the Aggregate Exercise Price are received by the Company
within five Trading Days thereafter and provided further that if this Warrant,
the original Exercise Notice and the Aggregate Exercise Price are not received
within five Trading Days in accordance with clause (ii) above, the Exercise Date
for this clause (ii) shall be the date this Warrant, the original Exercise
Notice and the Aggregate Exercise Price are received by the
Company.

       

      “Exercise Notice”
shall mean, with respect to any exercise (in whole or in part) of this Warrant
the exercise form attached hereto as Exhibit A, duly executed by the Warrant
Holder.

       

      “Exercise Period”
shall mean the period beginning on January ___, 2009 and continuing until
January ______, 2012, inclusive.

       

      “Exercise Price” as of
the date hereof shall mean $1.50 per share of Common Stock, subject to the
adjustments provided for in Section 5 of this Warrant.


      
        
           


        

        
          -1-

          
            

          

        

        
           


        

      

       

      “Outstanding” when
used with reference to Common Stock or Capital Shares (collectively, the “Shares”), shall mean,
at any date as of which the number of such Shares is to be determined, all
issued and outstanding Shares, and shall include all such Shares issuable in
respect of outstanding scrip or any certificates representing fractional
interests in such Shares; provided, however, that
“Outstanding” shall not refer to any such Shares then directly or indirectly
owned or held by or for the account of the Company.

       

      “Per Share Warrant
Value” shall mean, with respect to any exercise (in whole or in part) of
this Warrant the difference resulting from subtracting the Exercise Price from
the Trade Price of one share of Common Stock on the Trading Day immediately
preceding the Exercise Date.

       

       “Principal Market”
shall mean the Nasdaq National Market, the American Stock Exchange, the
Electronic Bulletin Board, the Pink Sheets or the New York Stock Exchange,
whichever is at the time the principal trading exchange or market for the Common
Stock.

       

      “Trading Day” shall
mean any day during which the Principal Market shall be open for
business.

       

      “Trade Price” shall
mean the volume-weighted average price as reported by Bloomberg L.P. using the
Average Quote Recap function.

       

      “Warrant Shares” means
shares of Common Stock issuable upon exercise of this Warrant.

       

      Section 2
Exercise

       

      (a)      Method of
Exercise.  This Warrant may be exercised in whole or in part,
provided such part is not less than  2,000 Warrants and not as to a
fractional share of Common Stock), at any time and from time to time during the
Exercise Period, by the Warrant Holder by (i) the surrender of this Warrant, the
Exercise Notice and the Aggregate Exercise Price to the Company at the address
set forth in Section 10 hereof or (ii) the delivery by facsimile of an executed
and completed Exercise Notice to the Company and delivery to the Company within
five Trading Days thereafter of this Warrant, the original Exercise Notice and
the Aggregate Exercise Price.

       

      (b)      Payment of Aggregate
Exercise Price.  Payment of the Aggregate Exercise Price shall
be made by check or bank draft payable to the order of the Company or by wire
transfer to an account designated by the Company.  If the amount of
the payment received by the Company is less than the Aggregate Exercise Price,
the Warrant Holder will be notified of the deficiency and shall make payment in
that amount within five Trading Days of such notice.  In the event the
payment exceeds the Aggregate Exercise Price, the Company will refund the excess
to the Warrant Holder within three Trading Days of both the receipt of such
payment and the knowledge of such excess.

       

       (c)      Replacement
Warrant.  In the event that the Warrant is not exercised in
full, the number of Warrant Shares shall be reduced by the number of such
Warrant Shares for which this Warrant is exercised, and the Company, at its
expense, shall forthwith issue and deliver to the Warrant Holder a new Warrant
of like tenor in the name of the Warrant Holder or as the Warrant Holder may
request, reflecting such adjusted number of Warrant Shares.

       

      Section
3      Delivery of Stock
Certificates

       

      (a)      Subject
to the terms and conditions of this Warrant, as soon as practicable after the
exercise of this Warrant in full or in part, and in any event within five
Trading Days thereafter, the Company at its expense (including, without
limitation, the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Warrant Holder, or as the Warrant
Holder may lawfully direct, a certificate or certificates for the number of
validly issued, fully paid and non-assessable Warrant Shares to which the
Warrant Holder shall be entitled on such exercise, together with any other stock
or other securities or property (including cash, where applicable) to which the
Warrant Holder is entitled upon such exercise in accordance with the provisions
hereof; provided, however, that any
such delivery to a location outside of the United States shall also be made
within five Trading Days after the exercise of this Warrant in full or in
part.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

       

      (b)      This
Warrant may not be exercised as to fractional shares of Common
Stock.  In the event that the exercise of this Warrant, in full or in
part, would result in the right to acquire any fractional share of Common Stock,
then in such event such fractional share shall be considered a whole share of
Common Stock and shall be added to the number of Warrant Shares issuable to the
Warrant Holder upon exercise of this Warrant.

       

      Section
4      Representations, Warranties
and Covenants of the Company

       

      (a)      The
Company shall take all necessary action and proceedings as may be required and
permitted by applicable law, rule and regulation for the legal and valid
issuance of this Warrant and the Warrant Shares to the Warrant
Holder.

       

      (b)      At
all times during the Exercise Period, the Company shall take all steps
reasonably necessary and within its control to insure that the Common Stock
remains listed or quoted on the Principal Exchange.

       

      (c)      The
Warrant Shares, when issued in accordance with the terms hereof, will be duly
authorized and, when paid for or issued in accordance with the terms hereof,
shall be validly issued, fully paid and non-assessable.

       

      (d)      The
Company has authorized and reserved for issuance to the Warrant Holder the
requisite number of shares of Common Stock to be issued pursuant to this
Warrant. The Company shall at all times reserve and keep available, solely for
issuance and delivery as Warrant Shares hereunder, such shares of Common Stock
as shall from time to time be issuable as Warrant Shares, and shall accordingly
adjust the number of such shares of Common Stock promptly upon the occurrence of
any of the events specified in Section 4 hereof.

       

      Section
5      Adjustment of the Exercise
Price The Exercise Price and, accordingly, the number of Warrant
Shares issuable upon exercise of the Warrant, shall be subject to adjustment
from time to time upon the happening of certain events as follows:

       

      (a)      Reclassification,
Consolidation, Merger; Mandatory Share Exchange; Sale Transfer or Lease of
Assets.  If the Company, at any time while this Warrant is
unexpired and not exercised in full, (i) reclassifies or changes its Outstanding
Capital Shares (other than a change in par value, or from par value to no par
value per share, or from no par value per share to par value or as a result of a
subdivision or combination of outstanding securities issuable upon exercise of
the Warrant) or (ii) consolidates, merges or effects a mandatory share exchange
with another corporation (other than a merger or mandatory share exchange with
another corporation in which the Company is a continuing corporation and that
does not result in any reclassification or change, other than a change in par
value, or from par value to no par value per share, or from no par value per
share to par value, or (iii) sells, transfers or leases all or substantially all
of its assets, then in any such event the Company, or such successor or
purchasing corporation, as the case may be, shall, without payment by the
Warrant Holder of any additional consideration therefor, amend this Warrant or
issue a new Warrant providing that the Warrant Holder shall have rights not less
favorable to the Warrant Holder than those then applicable to this Warrant and
to receive upon exercise under such amendment of this Warrant or new Warrant, in
lieu of each share of Common Stock theretofore issuable upon exercise of the
Warrant hereunder, the kind and amount of shares of stock, other securities,
money or property receivable upon such reclassification, change, consolidation,
merger, mandatory share exchange, lease, sale or transfer by the holder of one
share of Common Stock issuable upon exercise of the Warrant had the Warrant been
exercised immediately prior to such reclassification, change, consolidation,
merger, mandatory share exchange or sale or transfer, and an appropriate
provision for the foregoing shall be made by the Company as part of any such
event.  Such amended Warrant or new Warrant shall provide for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 5.  The provisions of this
Section 5(a) shall similarly apply to successive reclassifications, changes,
consolidations, mergers, mandatory share exchanges, sales, transfers and
leases.

       

      (b)      Subdivision or Combination
of Shares; Stock Dividends.  If the Company, at any time while
this Warrant is unexpired and not exercised in full, shall (x) subdivide its
Common Stock, (y) combine its Common Stock or (z) pay a dividend or other
distribution in its Capital Shares, then the Exercise Price shall be adjusted,
as of the date the Company shall take a record of the holders of its Capital
Shares for the purpose of effecting such subdivision, combination or dividend or
other distribution (or if no such record is taken, as of the effective date of
such subdivision, combination, dividend or other distribution), to that price
determined by multiplying the Exercise Price in effect immediately prior to such
subdivision, combination, dividend or other distribution by a
fraction:


      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

       

      (i)      the
numerator of which shall be the total number of Outstanding Capital Shares
immediately prior to such subdivision, combination, dividend or other
distribution, and

       

      (ii)      the
denominator of which shall be the total number of Outstanding Capital Shares
immediately after such subdivision, combination, dividend or other
distribution.  The provisions of this Section 5(b) shall not apply
under any of the circumstances for which an adjustment is made pursuant to
Section 5(a).

       

      (c)      Liquidating Dividends,
etc.  If the Company, at any time while this Warrant is
unexpired and not exercised in full, makes a distribution of its assets or
evidences of indebtedness to the holders of its Capital Shares as a dividend in
liquidation or by way of return of capital or other than as a dividend payable
out of earnings or surplus legally available for dividends under applicable law
or any distribution to such holders made in respect of the sale of all or
substantially all of the Company’s assets (other than under the circumstances
provided for in the foregoing subsections (a) and (b) while an exercise is
pending, then the Warrant Holder shall be entitled to receive upon such exercise
of the Warrant in addition to the Warrant Shares receivable in connection
therewith, and without payment of any consideration other than the Exercise
Price, an amount in cash equal to the value of such distribution per Capital
Share multiplied by the number of Warrant Shares that, on the record date for
such distribution, are issuable upon such exercise of the Warrant, and an
appropriate provision therefor shall be made by the Company as part of any such
distribution.  No further adjustment shall be made following any event
that causes a subsequent adjustment in the number of Warrant Shares
issuable.  The value of a distribution that is paid in other than cash
shall be determined in good faith by the Board of Directors of the
Company.

       

      (d)      Adjustment of Number of
Shares.  Upon each adjustment of the Exercise Price pursuant to
any provisions of this Section 5, the number of Warrant Shares issuable
hereunder at the option of the Warrant Holder shall be calculated, to the
nearest one hundredth of a whole share, multiplying the number of Warrant Shares
issuable prior to an adjustment by a fraction:

       

      (i)      the
numerator of which shall be the Exercise Price before any adjustment pursuant to
this Section 5; and

       

      (ii)      the
denominator of which shall be the Exercise Price after such
adjustment.

       

      (e)      Notice of Certain Actions;
Notice of Adjustments.

       

      (i)      In
the event the Company shall, at a time while the Warrant is unexpired and
outstanding, take any action pursuant to subsections (a) through (d) of this
Section 5 that may result in an adjustment of the Exercise Price, the Company
shall notify the Warrant Holder of such action 10 days in advance of its
effective date in order to afford to the Warrant Holder an opportunity to
exercise the Warrant prior to such action becoming effective.

       

      (ii)      Notice of
Adjustments.  Whenever the Exercise Price or number of Warrant
Shares shall be adjusted pursuant to Section 5 hereof, the Company shall
promptly deliver by facsimile, with the original delivered by express courier
service in accordance with Section 10 hereof, a certificate, which shall be
signed by the Company’s President or a Vice President and by its Treasurer or
Assistant Treasurer or its Secretary or Assistant Secretary, setting forth in
reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Company’s Board of Directors made any
determination hereunder), and the Exercise Price and number of Warrant Shares
purchasable at that Exercise Price after giving effect to such
adjustment.


      
        
           


        

        
          -4-

          
            

          

        

        
           


        

      

       

      Section
6      No Impairment. 
The Company will not, by amendment of its Articles of Incorporation or By-Laws
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Warrant Holder hereunder.  Without
limiting the generality of the foregoing, the Company (a) will not increase the
par value of any Warrant Shares above the amount payable therefor on such
exercise, and (b) will take all such action as may be reasonably necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable Warrant Shares on the exercise of this Warrant.

       

      Section
7      Rights As
Stockholder.  Prior to exercise of this Warrant and except as
provided in Section 5 hereof, the Warrant Holder shall not be entitled to any
rights as a stockholder of the Company with respect to the Warrant Shares,
including (without limitation) the right to vote such shares, receive dividends
or other distributions thereon or be notified of stockholder
meetings.  However, in the event of any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Company shall mail to each Warrant
Holder, at least ten days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right.

       

      Section
8      Replacement of
Warrant.  Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of the Warrant and, in the
case of any such loss, theft or destruction of the Warrant, upon delivery of an
indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of such Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

       

      Section
9      Restricted
Securities.

       

      (a)      Registration or Exemption
Required. This Warrant has been issued in a transaction exempt from the
registration requirements of the Securities Act in reliance upon the provisions
of Section 4(2) promulgated by the SEC under the Securities Act.  This
Warrant and the Warrant Shares issuable upon exercise of this Warrant may not be
resold except pursuant to an effective registration statement or an exemption to
the registration requirements of the Securities Act and applicable state
laws.

       

      (b)      Legend.  Any
replacement Warrants issued pursuant to Section 2 hereof and any Warrant Shares
issued upon exercise hereof, shall bear the legend set forth at the head of this
Warrant:

       

      Such
legend shall only be removed in the event that the security which would
otherwise bear such legend is registered pursuant to the Securities Act and the
party seeking to remove such legend provides the Company with an opinion of
counsel, which opinion shall be satisfactory to the Company, stating the removal
of such legend is appropriate.

       

      (c)      No Other Legend or Stock
Transfer Restrictions.  No legend other than the one specified
in Section 9(b) has been or shall be placed on the share certificates
representing the Warrant Shares and no instructions or “stop transfer
orders,” so called, “stock transfer
restrictions” or other restrictions have been or shall be given to the
Company’s transfer agent with respect thereto other than as expressly set forth
in this Section 9.

       

      (d)      Assignment.  The
Warrant Holder may not sell, transfer, assign, pledge or otherwise dispose of
this Warrant, in whole or in part.

       

      (e)      Warrant Holder’s
Compliance. Nothing in this Section 9 shall affect in any way The Warrant
Holder’s obligations under any agreement to comply with all applicable
securities laws upon resale of the Common Stock.


      
        
           


        

        
          -5-

          
            

          

        

        
           


        

      

       

      Section
10        Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and shall be deemed duly
given (i) upon delivery if hand delivered at the address designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received), (ii) on the fifth business day after deposit into the mail, if
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, addressed to the address designated below, (iii) upon delivery
if delivered by reputable express courier service to the address designated
below, or (iv) upon confirmation of transmission if transmitted by facsimile to
the facsimile number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a business day
during normal business hours where such notice is to be
received).  The addresses and facsimile numbers for such
communications shall be:

    

     

    
      	
               
      

            	
              if
      to the Company:

            


    

     

    
      	
               
      

            	
              US
      SolarTech, Inc.

            


    

    
      	
               
      

            	
              199
      Main Street Suite 709

            


    

    
      	
               
      

            	
              White
      Plains, NY 10601

            


    

    
      	
               
      

            	
              Attention:

            	
              Chief
      Financial Officer

            


    

    
      	
               
      

            	
              Telephone:

            	
              (914)
      287-2423

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (914)
      686-4192

            


    

     

    
      	
               
      

            	
              if
      to the Warrant Holder:

            


    

     

    
      	
               
      

            	
              _________________

            


    

    
      	
               
      

            	
              _________________

            


    

    
      	
               
      

            	
              _________________

            


    

    
      	
               
      

            	
              Attention:

            	
              ______________

            


    

    
      	
               
      

            	
              Telephone:

            	
              ______________

            


    

    
      	
               
      

            	
              Facsimile:

            	
              ______________

            


    

    
       

      Either
party hereto may from time to time change its address or facsimile number for
notices under this Section 10 by giving at least 10 days’ prior written notice
of such changed address or facsimile number to the other party
hereto.

       

      Section
11        Miscellaneous. 
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is
sought.  The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms
hereof.  The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other
provision.

    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, this Warrant was duly executed by the undersigned, thereunto
duly authorized, as of the date first set forth above.

    


    
      
        
          
            
              
                
                  	
                          US
      SolarTech, Inc.

                        
	 
      	 
      
	 
      	 
      
	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        


                

              

            

          

        

      

    

     

    Attested:

    
 

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    EXHIBIT
A TO THE WARRANT

     

    EXERCISE
FORM

     

    US
SOLARTECH, INC.

     

    The
undersigned (the “Registered Holder”)
hereby irrevocably exercises the right to purchase __________________ shares of
Common Stock of US SolarTech, Inc., an entity organized and existing under the
laws of the State of Delaware (the “Company”), evidenced
by the attached Warrant, and herewith makes payment of the Exercise Price with
respect to such shares in full in the form of (check the appropriate
box) o (i) by
cash or certified check in the amount of $________; or o (ii) by wire
transfer to the Company’s account at __________________, _________, _________
(Account No.: _________)

     

    By
delivering this notice, the undersigned agrees to be subject to the terms and
conditions of the attached Warrant.

     

    The
undersigned requests that stock certificates for such Warrant Shares be issued,
and any Warrant representing any unexercised portion hereof be issued, pursuant
to this Warrant in the name of the Registered Holder and delivered to the
undersigned at the address set forth below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Dated:

                              	 
      
	 
	 
      
	
                                Signature
      of Registered Holder

                              
	 
      
	 
	
                                Name
      of Registered Holder (Print)

                              
	 
      
	 
	
                                Address

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    NOTICE

     

    The
signature to the foregoing Exercise Form must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.


    
      
         


      

      
        -8-