Exhibit
4.11





EMPLOYMENT
AGREEMENT




BETWEEN




CHINA
SUNERGY CO., LTD.




AND





________________________________




Dated
____________




________________________________








OFFSHORE
EMPLOYMENT AGREEMENT





THIS
EMPLOYMENT AGREEMENT (this "Agreement"), dated as
of __________, is entered into by and between CHINA SUNERGY CO., LTD., a company
organized in Cayman Islands and existing under the laws of the Cayman Islands
(the "Company"), and
__________ ("Executive"), and
shall become effective as of the date hereof (the "Effective
Date").




WHEREAS,
the Company desires to employ Executive and to enter into an agreement embodying
the terms of such employment on and after the Effective Date; and




WHEREAS,
Executive desires and is willing to enter into such employment with the Company
and to enter into this Agreement; and




NOW,
THEREFORE, in consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the parties hereby agree as
follows:




1.           Definitions. For the
purposes of this Agreement:




"Group" means the Company
and any company which is for the time being and from time to time, the holding
company, parent, subsidiary or Affiliate of the Company.





"Affiliate" of a Person (the
"Subject Person") means any other
Person directly or indirectly controlling, controlled by or under common control
with the Subject Person, where "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and includes
(a) ownership directly or indirectly of 50% or more of the shares in issue
or other equity interests of such Person, (b) possession directly or indirectly
of 50% or more of the voting power of such Person or (c) the power directly or
indirectly to appoint a majority of the members of the board of directors or
similar governing body of such Person, and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.





"Person", for the purpose
of this Agreement, means an individual, corporation, joint venture, enterprise,
partnership, trust, unincorporated association, limited liability company,
government or any department or agency thereof, or any other
entity.





2.           Term of
Employment.  Subject to the provisions of Section 8 of this
Agreement, this Agreement shall be effective for a period commencing on the
Effective Date and ending on __________________________(the Initial Term
together with any extension shall be referred to hereinafter as the "Employment
Term").





3.           Position.




(a)           Executive
shall serve as the _____________ of the Company.  In such position,
Executive shall have such duties and authority as shall be determined from time
to time by the Board of Directors of the Company (the "Board").  Executive
shall report to the ______.




(b)           During
the Employment Term, Executive will devote his business time and best efforts to
the performance of his duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise which would
conflict with the rendition of such services either directly or indirectly,
without the prior written consent of the Board.




4.           Base
Salary.  During the Employment Term, the Company shall pay
Executive a base salary (the "Base Salary") at the
annual rate of [$_________], payable in regular installments in accordance with
the Company's usual payroll practices.  The Board may from time to
time review and increase the Base Salary in its sole discretion. During the
Employment Term, the Executive shall be eligible for any bonus program approved
by the Board for the benefit of the senior executives of the Company; provided however, that the
foregoing shall not create any presumption that a bonus will actually be granted
by the Company to the Executive.




5.           Employee
Benefits.  During the Employment Term, Executive shall be
provided with benefits on the same basis as benefits are generally made
available to other senior executives of the Company.




6.           Vacation.  Executive
shall be entitled to four (4) weeks annual paid vacation in accordance with the
vacation accrual policy of the Company.




7.           Business
Expenses.  During the Employment Term, reasonable business
expenses incurred by Executive in the performance of his duties hereunder shall
be reimbursed by the Company in accordance with Company policies.




8.           Termination.  Notwithstanding
any other provision of this Agreement:




(a)           For Cause by the
Company.   The Employment Term, and Executive's employment
hereunder, may be terminated at any time by the Company for "Cause" (as defined
below) upon delivery of a "Notice of Termination" (as defined in Section 8(e))
by the Company to Executive.  For purposes of this Agreement, "Cause" shall mean, in
each case, as reasonably determined by the Board: (i) conviction of, or entry of
a pleading of guilty or no contest by, Executive with respect to a felony or any
lesser crime of which fraud or dishonesty is a material element; (ii)
Executive's willful dishonesty towards the Company; (iii) Executive's
willful and continued failure to perform substantially all of his duties with
the Company, or a failure to follow the lawful direction of the Board after the
Board delivers a written demand for substantial performance and Executive
neglects to cure such a failure to the reasonable satisfaction of the Board
within fifteen (15) days following receipt of such written demand; (iv)
Executive's material, knowing and intentional failure to comply with applicable
laws with respect to the execution of the Company's business operations or his
material breach of this Agreement; (v) Executive's theft, fraud, embezzlement,
dishonesty or similar conduct which has resulted or is likely to result in
material damage to the Company or any of its affiliates or subsidiaries; or (vi)
Executive's habitual intoxication or continued abuse of illegal drugs which
materially interferes with Executive's ability to perform his assigned duties
and responsibilities.


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If Executive is terminated for Cause
pursuant to this Section 8(a), he shall be entitled to receive only his Base
Salary and authorized benefits through the date of termination and he shall have
no further rights to any compensation (including any Base Salary or Bonus) or
any other benefits under this Agreement.  All other benefits, if any,
due to the Executive following Executive's termination of employment for Cause
pursuant to this Section 8(a) shall be determined in accordance with the plans,
policies and practices of the Company; provided, however, that
Executive shall not participate in any severance plan, policy or program of the
Company.




(b)           Disability or
Death.  The Employment Term, and Executive's employment
hereunder, shall terminate immediately upon his death or following delivery of a
Notice of Termination by the Company to Executive if Executive becomes
physically or mentally incapacitated and is therefore unable for a period of
ninety (90) consecutive days or one hundred twenty (120) days during any
consecutive six (6) month period to perform his duties with substantially the
same level of quality as immediately prior to such incapacity (such incapacity
is hereinafter referred to as "Disability").  Upon
termination of Executive's employment hereunder for either Disability or death,
Executive or Executive's estate (as the case may be) shall be entitled to
receive his Base Salary through the date of termination and any earned but
unpaid Bonus for any calendar year preceding the year in which the termination
occurs.  Executive or Executive's estate (as the case may be) shall
have no further rights to any compensation (including any Base Salary or Bonus)
or any other benefits under this Agreement.  All other benefits, if
any, due Executive following Executive's termination for Disability or death
shall be determined in accordance with the plans, policies and practices of the
Company; provided, however, that Executive (or his estate, as the case may be)
shall not participate in any severance plan, policy or program of the
Company.




(c)           Without Cause by the Company
or for Good Reason by Executive. The Employment Term, and Executive's
employment hereunder, may be terminated by the Company without Cause (other than
by reason of Executive's Disability) or by Executive for "Good Reason" (as
defined below) following the delivery of a Notice of Termination to the other
party.  If Executive's employment is terminated by the Company without
Cause (other than by reason of Disability) or by Executive for Good Reason,
Executive shall receive, within thirty (30) days following termination, a lump
sum payment of (i) any earned but unpaid Base Salary through the date of
termination and (ii) any earned but unpaid Bonus for any calendar year preceding
the year in which the termination occurs.  In addition, subject to
Executive's compliance with Sections 9, 10 and  11, Executive shall
continue to receive in bi-weekly installments the Base Salary Executive would
have otherwise received through the first (1st)
anniversary of the date of termination in the case of termination by the Company
without Cause, or through the sixth (6th) month
anniversary of the date of termination in the case of termination by Executive
for Good Reason; provided, however, that if
necessary to avoid additional or accelerated taxation pursuant to Section 409A
of the Code, Executive will receive the first twelve (12) installments of the
foregoing payments on the six-month anniversary of the date of his termination
in a lump sum payment and the remainder of such payments, if any, shall
thereafter be paid in bi-weekly installments through the first anniversary of
the date of termination.  Executive shall have no further rights to
any compensation (including any Base Salary or Bonus) or any other benefits
under this Agreement.  All other benefits, if any, due Executive
following a termination pursuant to this Section 8(c) shall be determined in
accordance with the plans, policies and practices of the Company; provided,
however, that Executive shall not participate in any severance plan, policy or
program of the Company.  If Executive's employment is terminated
pursuant to this Section 8(c), the continued payment of Base Salary shall be
subject to Employee's execution of a release in favor of the Company, its
affiliates and their respective officers, directors and employees in such form
as may be required by the Company.


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For
purposes of this Agreement, "Good Reason"
means:




(i)           Any
failure by the Company to comply with any of the material provisions of this
Agreement, other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith;




(ii)           any
change in the duties or responsibilities (including reporting responsibilities)
of Executive that is inconsistent in any material and adverse respect with
Executive's position(s), duties or responsibilities with the Company (including
any material and adverse diminution of such duties or responsibilities); provided, however, that Good
Reason shall not be deemed to occur upon a change in duties or responsibilities
(other than reporting responsibilities) that is solely and directly a result of
any event set forth in Section 8(a), (b) or (d); or




(iii)           any
failure by the Company to comply with the provisions of Section 4 of this
Agreement;




provided
that a termination by Executive with Good Reason shall be effective only if,
within thirty (30) days following the delivery of a Notice of Termination
for Good Reason by Executive to the Company, the Company has failed to cure the
circumstances giving rise to Good Reason.




(d)           Termination by Executive
without Good Reason.  The Employment Term, and Executive's
employment hereunder, may be terminated by Executive without Good Reason
following the delivery of a Notice of Termination to the
Company.  Upon a termination by Executive pursuant to this Section
8(d), Executive shall be entitled to his Base Salary up to the date of such
termination and he shall have no further rights to any compensation (including
any Base Salary or Bonus) or any other benefits under this
Agreement.  All other benefits, if any, due Executive following
termination pursuant to this Section 8(d) shall be determined in accordance with
the plans, policies and practices of the Company; provided, however, that
Executive shall not participate in any severance plan, policy or program of the
Company.


4


(e)           Notice of
Termination.  Any purported termination of employment by the
Company or Executive (other than on account of the death of Executive) shall be
communicated by a written Notice of Termination to Executive or the Company,
respectively, delivered in accordance with Section 14(j)
hereof.  For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon, the date of termination,
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so
indicated.  The date of termination of Executive's employment shall be
the date so stated in the Notice of Termination and shall be no less than thirty
(30) days following the delivery of a Notice of Termination; except that in the case of a
termination by the Company for Cause in accordance with the terms of Section
8(a) hereof, in which case the date of termination of Executive’s employment may
be, at the sole discretion of the Company, be the same date as the delivery of
the Notice of Termination.




9.           Non-Competition/Non-Solicitation.




(a)           Executive
acknowledges and recognizes the highly competitive nature of the "Business" (as
defined below) of the Company and its subsidiaries and affiliates and
accordingly agrees as follows:




(i)           (A)  The
term "Business"
means the manufacturing, whether directly by the Company or through its various
subsidiaries or Affiliates (including without limitation NJPV), of photovoltaic
cells and such other related business activities as the Company may engage in
from time to time; (B) the Business is conducted primarily in the People's
Republic of China ("China" or the "PRC");
(C) Executive has intimate and valuable knowledge of the Business, as well
as technical, financial, customer, supplier and other confidential information
related to the Business, which, if exploited by Executive in contravention of
the terms of this Agreement, would seriously, adversely and irreparably affect
the ability of the Company to continue the Business; (D) the agreements and
covenants contained in this Agreement, as they relate to the Business and
otherwise, have been determined by the Company to be essential to protect the
Business and goodwill of the Company; (E) for purposes of this Section 9,
the Company shall be construed to include the Company and its subsidiaries and
affiliates; and (F) Executive has the means to support himself and his
dependents other than by engaging in the Business, and the provisions of this
Agreement will not impair such ability in any manner whatsoever.




(ii)           During
the Employment Term and until the third anniversary of the date Executive ceases
to be employed by the Company (the "Restricted Period"),
Executive will not directly or indirectly,(A) engage in the
Business for Executive's own account in China, (B) enter the employ of, or
render any services to, any Person engaged in the Business in the  PRC
or (C) acquire a financial interest in, or otherwise become actively
involved with, any person engaged in the Business in the PRC, directly or
indirectly (and whether or not for compensation), as an individual, partner,
shareholder, officer, director, principal, agent, trustee or consultant, or
(D) interfere with business relationships (whether formed before or after
the Effective Date) between the Company and customers or suppliers of, or
consultants to, the Company.




(iii)           Notwithstanding
anything to the contrary in this Agreement, Executive may, directly or
indirectly, own, solely through passive ownership as a portfolio investment
(with no director designation rights or other special governance rights),
securities of any person engaged in the Business which are publicly traded on a
national or regional stock exchange or on the over-the-counter market if
Executive (A) is not a controlling person of, or a member of a group which
controls, such person and (B) does not, directly or indirectly, own 1% or
more of any class of securities of such person.


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(iv)           During
the Restricted Period, Executive will not, directly or indirectly, solicit or
encourage to cease to work with the Company, or directly or indirectly hire, any
person who is an employee of or consultant then under contract with the Company
or who was an employee of or consultant then under contract with the Company
within the one year preceding such activity without the Company's written
consent.




(b)           It
is expressly understood and agreed that although Executive and the Company
consider the restrictions contained in this Section 9 to be reasonable, if
a judicial determination is made by a court of competent jurisdiction that the
time or territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if
any court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.




10.           Nondisparagement.  Executive
agrees (whether during or after Executive's employment with the Company) not to
issue, circulate, publish or utter any false or disparaging statements, remarks
or rumors about the Company or its affiliates or the officers, directors,
managers or shareholders of the Company or its affiliates unless giving truthful
testimony under subpoena.




11.           Confidentiality.  Executive
shall not, without the prior written consent of the Company, use, divulge,
disclose or make accessible to any other person, firm, partnership, corporation
or other entity, any "Confidential Information" (as defined below) except while
employed by the Company, in furtherance of the business of and for the benefit
of the Company or its affiliates; provided that Executive may disclose such
information when required to do so by a court of competent jurisdiction, by any
governmental agency having supervisory authority over the business of the
Company and/or its affiliates, as the case may be, or by any administrative body
or legislative body (including a committee thereof) with jurisdiction to order
Executive to divulge, disclose or make accessible such information; provided,
further, that in the event that Executive is ordered by a court or other
government agency to disclose any Confidential Information or Personal
Information, Executive shall (i) promptly notify the Company of such order,
(ii) at the written request of the Company, diligently contest such order
at the sole expense of the Company as expenses occur, and (iii) at the
written request of the Company, seek to obtain, at the sole expense of the
Company, such confidential treatment as may be available under applicable laws
for any information disclosed under such order.  For purposes of this
Section 11, "Confidential
Information" shall mean non-public information concerning the financial
data, strategic business plans, product development (or other proprietary
product data), customer lists, marketing plans and other non-public, proprietary
and confidential information relating to the business of the Company or its
subsidiaries, affiliates or customers, that, in any case, is not otherwise
available to the public (other than by Executive's breach of the terms
hereof).  Upon termination of Executive's employment with the Company
and its affiliates, Executive shall return all Company property, including,
without limitation, files, records, disks and any media containing Confidential
Information, including all copies thereto.


6




12.           Assignment of
Inventions.




(a)           Exhibit A hereto
lists all inventions, original works of authorship, developments, improvements,
and trade secrets which were made by the Executive prior to his employment with
the Company (collectively referred to as "Prior Inventions"), which belong to
the Executive, which relate to the Company's Business, products or research and
development, and which are not assigned to the Company hereunder; or, if no such
list is attached, the Executive represents that there are no such Prior
Inventions.




(b)           If
in the course of his employment with the Company, the Executive incorporates
into a product, process or machine of the Company and/or any other member of the
Group a Prior Invention owned by him or in which he have an interest, the
Company and/or any member of the Group is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use and sell such Prior Invention as part of or in connection
with such product, process or machine.




(c)           The
Executive shall promptly make full written disclosure to the Company, will hold
in trust for the sole right and benefit of the Company, and hereby assign, free
or charge, to the Company, or its designee, all the right, title, and interest
he may have in and to any and all inventions, original works of authorship,
developments, concepts, improvements, designs, discoveries, ideas, trademarks or
trade secrets, processes, copyright works, know-how, Confidential Information,
any other work's information or matter which gives rise or may give rise to any
intellectual property of whatsoever nature, whether or not patentable or
registrable under any law of any country, which he may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during his employment with the Company (collectively
referred to as "Inventions"), except as
provided in Section 12(j) below.




(d)           The
Executive acknowledges that the Company, or its designee, has the absolute
title, right or interest in and to any and all original inventions or works of
authorship which are made by him, as an employee, (solely or jointly with
others) within the scope of and during the period of the employment with the
Company and which inventions and works are the "service
invention-creation" and "works made for
hire" as
defined under applicable law.  If any one or more of the
aforementioned Inventions can be protected by copyright and are not considered
to be "service
invention-creation" or "works made for
hire" as
defined under applicable law, such items shall be deemed to be assigned and
transferred completely and exclusively to the Company, or its designee, by
virtue of the execution of this Agreement by the Executive.




(e)           The
Executive acknowledges that the decision whether or not to commercialize or
market any invention developed by him solely or jointly with others is within
the Company' sole discretion and for the sole benefit of the Company and/or any
other member of the Group, and that no royalty will be due to the Executive as a
result of the Company's efforts (or the efforts of any member of the Group) to
commercialize or market any such Invention.


7




(f)           The
Executive shall keep and maintain adequate and current written records of all
Inventions made by him (solely or jointly with others) during the term of his
employment with the Company.  The records will be in the form of
notes, sketches, drawings, and any other format that may be specified by the
Company.  The records will be available to and remain the sole
property of the Company at all times.




(g)           The
Executive shall assist the Company, or its designee, at the Company's expense,
in every proper way to secure the Company's (or its designee's) rights in the
Inventions and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto in any and all countries, including the
disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey to its
successors, assigns, and nominees the sole and exclusive rights, title and
interest in and to such Inventions, and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto, and to do all
other things reasonably requested by the Company, or its designee, (both during
and after the term of this Agreement) in order to vest more fully in the
Company, or its designee, all ownership rights in the Inventions.




(h)           If
the Company is unable because of the Executive's mental or physical incapacity
or for any other reason to secure his signature to apply for or to pursue any
application for any United States, PRC or foreign patents or copyright
registrations covering Inventions or original works of authorship assigned to
the Company as set forth above, the Executive hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as his agent
and attorney in fact, to act for and in his behalf and stead to execute and file
any such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations thereon
with the same legal force and effect as if executed by the
Executive.




(i)           With
respect to Inventions that are not considered as "service
invention-creation" or "works made for
hire" under
applicable law, to the extent that any application, registration or other
governmental processes may be required in order to protect the Company's, or its
designee's ownership of any Inventions, the Executive hereby grants the Company,
or its designee, an irrevocable power of attorney to execute all documents and
do all acts in his name as the Company, or its designee, may deem necessary or
advisable to effect such processes and agrees to diligently and faithfully
assist the Company, or its designee, in effecting such processes.




(j)           Any
assignment of any Inventions under this Agreement includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as "moral rights" (collectively
"Moral Rights").  To
the extent such Moral Rights cannot be assigned under applicable law and to the
extent the following is allowed by the laws in the various countries where such
Moral Rights exist, the Executive hereby waives such Moral Rights and consent to
any action of the Company, or its designee, that would violate such Moral Rights
in the absence of such consent.  The Executive hereby covenants to
confirm any such waivers and consents from time to time as requested by the
Company, or its designee.


8




(k)           In
respect of any inventions which are not Inventions but which relate to the
business of the Company or Group, the Company or any member of the Group shall
have a pre-emptive right to acquire for itself or its nominee all or any part
(at the Company's option) of the Executive's rights therein within three (3)
months of their disclosure by the Executive to the Company under Section 12(c)
above on such terms as shall be agreed by the Company and
Executive.  In the event that the Company or any member of the Group
decides not to acquire such inventions, the Executive hereby grants to the
Company, a perpetual, worldwide, irrevocable, royalty-free, fully paid-up,
exclusive license to use for any and all purposes and in any manner any such
other inventions that are within the scope of the actual and anticipated
business of the Company or the Group.




13.           Enforcement of Restrictive
Covenants.  Executive acknowledges and agrees that the
Company's remedies at law for a breach or threatened breach of any of the
provisions of Sections 9, 10, 11 or 12 herein would be inadequate and, in
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be
available.  In addition, upon a violation by Executive of Section 9,
10, 11 or 12, as determined in good faith by the Board, all payments remaining
due to Executive pursuant to Section 8(c), if applicable, shall immediately
cease.




14.           Miscellaneous.




(a)           Acceptance.  Executive
hereby represents that his performance and execution of this Agreement does not
and will not constitute a breach of any agreement or arrangement to which he is
a party or is otherwise bound, including, without limitation, any noncompetition
or employment agreement.




(b)           GOVERNING LAW; CONSENT TO
JURISDICTION.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK OF THE UNITED
STATES OF AMERICA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED
WITHIN THAT STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY
JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE
STATE OF NEW YORK.  ANY ACTION TO ENFORCE THIS AGREEMENT AND/OR THE
EXHIBITS HERETO (OTHER THAN AN ACTION WHICH MUST BE BROUGHT BY ARBITRATION
PURSUANT TO SECTION 14(d)) MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO
THE JURISDICTION OF, A COURT SITUATED IN NEW YORK COUNTY, NEW
YORK.  EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH
COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH
ACTION.


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(c)           JURY TRIAL
WAIVER.  THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO
A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN
ANY COURT.




(d)           Arbitration; Legal
Fees.  Except to the extent contemplated by Section 13, any
dispute, controversy or other claim arising out of or relating to (i) this
Agreement, or (ii) Executive's employment with the Company shall be
resolved by binding confidential arbitration before a single arbitrator, to be
held in New York, New York in accordance with the Commercial Arbitration Rules
of the American Arbitration Association.  Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  Each party shall be responsible for its own expenses
relating to the conduct of the arbitration or litigation (including reasonable
attorneys' fees and expenses) and shall share the fees of the American
Arbitration Association and the arbitrator, if applicable, equally.




(e)           Entire
Agreement/Effectiveness of this Agreement.  This Agreement
constitutes the entire agreement between the parties as of the Effective Date
and supersedes all previous agreements and understandings between the parties
with respect to the subject matter thereof.  Executive hereby
acknowledges and agrees that the Prior Employment Agreement shall terminate as
of immediately prior to the Effective Date and Executive shall have no further
rights thereunder and the Company and its affiliates shall have no further
obligations thereunder.




(f)           Amendments.  There
are no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein.  This Agreement may not be altered,
modified, or amended except by written instrument signed by the parties
hereto.  Sections 9, 10, 11, 12 and 13 survive the termination of this
Agreement and the termination of Executive's employment with the Company, except
as otherwise specifically stated therein.




(g)           No
Waiver.  The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this
Agreement.




(h)           Severability.  In
the event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, each such provision
shall be processed with whatever deletion or modification is necessary so that
the provision is otherwise legal, valid and enforceable and gives effect to the
commercial intention of the parties. To the extent it is not possible to delete
or modify the provision, in whole or in part, then such provision or part of it
shall, to the extent that it is illegal, invalid or unenforceable, be deemed not
to form part of this Agreement and the validity, legality and enforceability of
the remaining provisions of this Agreement shall, subject to any deletion or
modification made hereunder, not be affected.


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(i)           Assignment.  Executive
shall not have the right to assign his interest in this Agreement, any rights
under this Agreement or any duties imposed under this Agreement.  This
Agreement may be assigned by the Company to any successor in interest to
substantially all of the business operations of the Company.  Such
assignment shall become effective when the Company notifies Executive of such
assignment or at such later date as may be specified in such
notice.  Upon such assignment, the rights and obligations of the
Company hereunder shall become the rights and obligations of such successor
company.




(j)           Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in this Agreement shall be in writing and shall be deemed to have been duly
given if delivered personally, if delivered by overnight courier service, if sent by facsimile
transmission or ifmailed by registered mail, return receipt requested,
postage prepaid, addressed to the respective addresses or sent via facsimile to
the respective facsimile numbers, as the case may be, as set forth below, or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt; provided, however, that (i) notices sent by personal delivery
or overnight courier shall be deemed given when delivered; (ii) notices sent by
facsimile transmission shall be deemed given upon the sender's receipt of
confirmation of complete transmission, and (iii) notices sent by United States
registered mail shall be deemed given seven  (7) days
after the date of deposit in the United States mail.


If to
Executive, to:




If to the
Company, to:




123
Focheng West Road


Jiangning
Economic & Technical Development Zone


Nanjing,
PRC 211100


Facsimile:
+86 (25) 5276-6882


Attention:
Lu Tingxiu




with a
copy to:




Latham
& Watkins LLP


41/F One Exchange Square


8 Connaught Place, Central


Facsimile: (852) 2522-7006


Attention: David T. Zhang




(k)           Withholding
Taxes.  The Company may withhold from any amounts payable under
this Agreement such Federal, state, local and foreign taxes as may be required
to be withheld pursuant to any applicable law or regulation.




(l)           Continuation of
Employment.  Unless the parties otherwise agree in writing,
continuation of Executive's employment with the Company beyond the expiration of
the Employment Term shall be deemed an employment "at will" and shall not be
deemed to extend any of the provisions of this Agreement, and Executive's
employment may thereafter be terminated at will by Executive or the
Company.


11




(m)           Counterparts.  This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.




[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


12




IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.




EXECUTIVECHINA
      SUNERGY CO., LTD.By:Name:
                      Title:


13


EXHIBIT
A




Prior Inventions


14


Schedule




No.
                                            
                                            Date
      of Agreement
                                            
                                            Senior
      Executive Officer
                                            
                                            Term
      of Employment
                                            
                                            Position
                                            
                                            Prior
      Inventions1
                                            
                                            October
      25, 2006
                                            
                                            Jianhua
      Zhao
                                            
                                            the
      day immediately preceding the Fifth (5th)
      anniversary of the Effective Date (the "Initial Term");
      provided, however, that such term shall be automatically extended for
      successive twelve (12) month periods unless, no later than Sixty
      (60)
                                              days
      prior to the expiration of the Initial Term or any extension thereof,
      either party hereto shall provide written notice to the other party hereto
      of its or his desire not to extend the term hereof.
                                            
                                            President
      and Chief Scientist;
                                              
                                              Board
                                            
                                            Screen
      printed p-type silicon solar cell manufacturing technology, involving the
      standard steps of texturing etch, phosphorus diffusion, edge isolation
      plasma etch, PECVD SiNx deposition, screen printing front and rear Ag and
      Al contact metal, firing the pastes, testing, sorting and
      packing.2
                                            
                                            October
      25, 2006
                                            
                                            Aihua
      Wang
                                            
                                            the
      day immediately preceding the Fifth (5th)
      anniversary of the Effective Date (the "Initial Term");
      provided, however, that such term shall be automatically extended for
      successive twelve (12) month periods unless, no later than Sixty
      (60)
                                              days
      prior to the expiration of the Initial Term or any extension thereof,
      either party hereto shall provide written notice to the other party hereto
      of its or his desire not to extend the term hereof.
                                            
                                            Vice
      President - Research and Development;
                                              
                                              
                                              Board
                                            
                                            Screen
      printed p-type silicon solar cell manufacturing technology, involving the
      standard steps of texturing etch, phosphorus diffusion, edge isolation
      plasma etch, PECVD SiNx deposition, screen printing front and rear Ag and
      Al contact metal, firing the pastes, testing, sorting and
      packing.3
                                            
                                            August
      30, 2007
                                            
                                            Fang
      Yang
                                            
                                            the
      day immediately preceding the Third(3rd)
      anniversary of the Effective Date (the "Initial Term");
      provided, however, that such term shall be automatically extended for
      successive twelve (12) month periods unless, no later than Ninety (90)
      days prior to the expiration of the Initial Term or any extension thereof,
      either party hereto shall provide written notice to the other party hereto
      of its or his desire not to extend the term hereof.
                                            
                                            Assistant
      to Chief Executive Officer and Vise President- Business
      Planning
                                            
                                            None4
                                            
                                            April
      2009
                                            
                                            Shiliang
      Guo
                                            
                                            the
      finish of acting CFO
                                            
                                            Acting
      CFO
                                            
                                            None


15