2.2                             The quality of the Ingots shall be in accordance with the Ingot specifications of Purchaser, a copy of which is attached hereto as “Annex A”, which may be amended from time to time by the parties.  Defective ingots shall not be counted as delivered SP ingots.

2.3                             The Parties shall, from time to time, update and adjust the Semi-Annual Delivery Schedule corresponding to the relevant Semi-Annual Firm Forecast to insure the attainment of the agreed utilization of the JV wafering capacity as shown in Table 1 of Section 3.1.

2.4                             SP and Non-SP ingots must be properly segregated by the Supplier to ensure proper handling and accounting.

2.5                             In case Supplier is unable to meet its target utilization by a shortfall in the delivery of actual sliced wafers against the forecast for each quarter and such shortfall is due to the following:

a)                                      failure of Purchaser to supply the requisite number of SP ingots in accordance with the applicable Delivery Schedule; or

b)                                     due to lower actual wafering demand not attributable to Seller or Section 3.7.1 (a) and (b).

Supplier shall allow Purchaser to make up for the shortfall during the next succeeding two (2) quarters.  If Purchaser fails to do so, Purchaser shall compensate Supplier in accordance with the following:

For this purpose, fixed cost per unit is understood to refer to the actual fixed cost divided by the forecast volume. The elements of fixed cost are limited to actual depreciation of equipment, facilities expense, fixed utilities  cost and labor allocated to Purchaser.

The capacity is deemed used if sold or utilized to third party customers. Supplier shall notify Purchaser if capacity is to be sold or utilized by third

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party customers and Supplier may proceed to do so if no written contrary advice is received from Purchaser within three (3) days from notice. Purchaser may deny such use or utilization only if Purchaser will be making use of Supplier’s capacity and for no other reason.

3.0                                 SP Silicon Wafer Supply and Purchase Arrangement

3.1                             Subject to the terms and conditions described herein, Supplier hereby agrees to supply and deliver to Purchaser, and Purchaser hereby agrees to purchase and take, the SP Silicon Wafers sliced or manufactured by Supplier that meet the order and Specifications of Purchaser in accordance with the following rates and 5 year schedule (the “Initial Schedule”) see Table I

Table I — Five- year Silicon Wafer Supply Schedule

3.2                             At the beginning of each quarter, an initial price (“Initial Price”) shall be determined based on the cost forecast of Supplier for the applicable quarter using the following formula:

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Price :                                        (***% x cost per unit x applicable Mark-up)

Plus

(***% x Target Price)

Where:                                                       a) cost per unit is total sum of the wafering manufacturing cost allocated to Purchaser, excluding cost of silicon loss, compensation under Section 3.15  and that portion of the JV’s fixed cost attributable to the event under Section 3.15, divided by the total number of Products.  The cost of silicon loss represents the cost of additional SP Ingot lost corresponding to the difference between the minimum yield and actual yield in the event that the actual yield is less than the applicable target yield provided in the table above. (For this purpose silicon loss associated with defective incoming ingot shall not be borne by the JVC and shall not form part of this formula).  The fixed cost attributable to the event under Section 3.16 is equivalent to the actual fixed cost divided by the confirmed demand multiplied by the difference between the confirmed demand and quantity of wafers delivered for the quarter.

With respect to computing the Initial Price, it is understood that this is based on an estimate of the cost per unit.

A sample computation is hereto attached as Annex “C.”

b) The Target Price shall be based on the target standard cost of $*** plus ***% mark-up.

c) Prices shall be “ex-works” and shall be expressed up to three (3) decimal places.

3.3                             Supplier shall be entitled to be paid the Initial Price for every good Product delivered to the Purchaser.

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3.4                             At the end of each quarter, the Actual Price shall be calculated using the formula in par. 3.2 based on the Supplier’s actual cost per unit for the preceding quarter.  If the Actual Price is different from the Initial Price, a reconciliation of the Total Billings for the quarter must be made.  The reconciliation must show the following:

Total Billings using Initial Price

Less:

Total Quantities of Product Delivered for the Qtr x Actual Price

Any resulting difference must be covered by an adjustment billing or credit note issued to the Purchaser. Total Billings shall mean the sum of Supplier’s total invoices to Purchaser for the quarter.

3.5                             In the event the actual yield is less than the applicable Minimum Yield in the above table, the Supplier shall credit or deduct from its invoices *** (***%) percent of the actual cost of SP Ingot corresponding to the difference between the actual yield and the Minimum yield.  The actual cost of the SP Ingot is understood to be net of the resale value of the Silicon materials.

3.6                             The above Forecast Wafers as shown in Table 1 in Section 3.1 are the indicative Product demand by Purchaser of which the first six months is firm and guaranteed by the Purchaser upon Supplier’s confirmation of the available capacity for the first six months.  Supplier must confirm and guarantee the availability of capacity to meet the first six months demand not later than March 15, 2008.

3.7                             The following governs Purchaser’s forecasts and Supplier’s shortfalls in capacity:

3.7.1      Subsequent to the first six months of the Schedule and every 180 days thereafter, Purchaser may provide a revised 5 year demand forecast (“5-year Forecast”) of which the first six months, subject to Supplier’s confirmation, shall be firm and guaranteed (the “Semi-Annual Firm Forecast”). Supplier must confirm and guarantee the availability of capacity to meet the first half year demand not later than 90 days before the start of the relevant six months.  “Firm and guaranteed” means that Purchaser will purchase and take delivery of the total number of wafers stated in the Semi-Annual Firm Forecast.   The Semi-Annual Firm Forecast shall, likewise be taken by the Supplier for purposes of capacity build up plan and

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equipment purchase plan. Each Semi-Annual Firm Forecast shall not be lower than the installed capacity of Supplier for the duration of this Agreement except in the following cases:

a)                                      Market condition is such that the worldwide silicon solar cell

demand of Purchaser and its Affiliates is substantially reduced; and

b)                                     the JVC wafering price is consistently higher compared to the actual wafering price of at least 3 other wafering suppliers of Purchaser for a period of 3 consecutive quarters, provided that this become operative only after two (2) years from execution of this Agreement on Q1, Year 2011.

3.8                             In case of a shortfall in Supplier’s guaranteed capacity resulting in its inability to satisfy the volume order(s) of Purchaser, Purchaser shall allow Supplier to make up for the shortfall during the next succeeding two (2) quarters. If Supplier fails to do so, Supplier agrees to compensate the Purchaser in accordance with the following:

For this purpose, incremental cost is understood to refer to the Purchaser’s actual landed cost for going to third party supplier less Supplier’s price ex-works. A shortfall is deemed to occur when Supplier’s actual wafers delivered is less than Purchaser’s confirmed demand and is due to causes other than a shortage of SP ingots.  It shall be determined through a quarterly review by Supplier and Purchaser.

For purposes of computing the incremental cost, Purchaser’s comparable landed cost shall be capped at *** percent (***%) of Supplier’s price.

3.9                             Not later than the 15^th day of each month, Purchaser should provide a rolling forecast covering the succeeding six (6) months to enable Supplier to plan its production schedule.

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3.10                       All confirmations required under this Section shall be in writing.  If no such confirmation is received within the prescribed period, the capacity or demand is deemed confirmed.

3.11                       Supplier shall hold for safekeeping and account all SP Ingot tails, wings, broken wafers, reject or non-conforming wafers and all other residual silicon materials.  Purchaser shall periodically collect them for sale to third parties.

3.12                       Finished wafers shall be delivered by Supplier to Purchaser on a daily basis.

3.13                       Supplier shall be the preferred supplier of wafers for Purchaser. In  the event that Purchaser has an increased demand for wafers,  Purchaser will give first priority to Supplier to meet such demand.  In the case of a decreased demand for wafers, Purchaser shall give first priority to Supplier with respect to any of its orders.  The foregoing is without prejudice to, and does not affect, Purchaser’s other obligations in this Agreement particularly on its firm and guaranteed orders and guaranteed target utilization.

3.14                       The parties agree to make corresponding adjustments in the pricing formula in the event of an extraordinary increase or decrease amounting to at least ***% in the price of silicon carbide, polyethylene glycol, or wire.

4.                                       Invoices and Payment

4.1                             As soon as reasonably practicable after each Delivery under this Agreement, Supplier shall issue an invoice to Purchaser for the Products that were the subject of the Delivery.  Each such invoice shall contain the following information specific to the Delivery:

(i)                                     an invoice number for tracking purposes;

(ii)                                  the applicable Purchaser Order number (if provided by Purchaser);

(iii)                               the quantity of Products shipped;

(iv)                              the date of shipping;

(v)                                 the shipping destination and

(vi)                              the applicable purchase price.

Invoices may be sent by any normally reliable means, including electronically, facsimile, hand-delivery or other methods.

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4.2                             In the event that Purchaser does not dispute the purchase price set forth in an invoice within ten (10) working days from receipt thereof, Purchaser shall pay such purchase price within thirty (30) days after Purchaser’s receipt of such invoice. Late payments shall earn interest equivalent to the rate of interest currently being paid by Supplier for its loans..

4.3                             In case Purchaser disputes the amount billed in any invoice, Purchaser shall pay the undisputed portion of the invoice, and the Parties shall engage in good faith discussions to resolve such dispute within five (5) days from the written request of any party.  If such dispute is not resolved within ninety (90) days after Purchaser’s receipt of the invoice, either Party may resolve the dispute by arbitration in accordance with Section 10.7.

4.4                             All payments by Purchaser hereunder shall be made in United States dollars by wire transfer of the applicable payment into the bank account notified by Supplier to Purchaser in the invoice, or to such other bank account notified by Supplier to Purchaser in writing.

4.5                             Each Party shall be responsible for all sales, use, excise, value-added or other taxes, tariffs, duties or assessments levied or imposed at any time against it by any Governmental Authority.

5.0                                 Quality; Defects; Inspection

5.1                             An inspection of each shipment of the Products shall be made by Purchaser in accordance with sound business practice upon Delivery.  The final inspection of the Products shall be performed by Purchaser at its manufacturing facility within *** days of receipt of the same.  In the event that any Product fails to meet the Specifications, Purchaser shall notify Supplier in writing within *** days of such finding, and Supplier shall remedy such damage or defect as set forth in Section 6.2.  Purchaser shall be deemed to have accepted the Products if no such notice is received by Supplier after *** days.

Purchaser and Supplier shall work towards accrediting Supplier as a dock-to-stock vendor of Purchaser

5.2                             Supplier shall permit Purchaser (or an independent quality control auditor reasonably acceptable to Supplier) to inspect the Supplier’s facilities from time to time on at least *** Days’ notice to Supplier for the purpose of

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determining whether the Product meets the Specifications and that Supplier is otherwise complying with its obligations under this Agreement.

6                         Warranties; Limitation of Liability

SP Products

6.1                                 Supplier represents and warrants that all Products supplied by Supplier under this Agreement shall be (i) free from liens and defects in title that prevent their distribution to or by Purchaser and (iii) free from any defects in materials and workmanship.  Supplier further represents and warrants that the Products sold by Supplier to Purchaser as the Products conforming to the Specifications shall meet the Specifications.

6.2                                 Without prejudice to any other rights Purchaser may have under this Agreement, if Supplier’s warranty in Section 6.1 is breached, Purchaser, at Purchaser’s sole option, may by written notice (i) demand and receive a refund/credit of the applicable purchase price (or the portion of the purchase price applicable to the returned Products) upon the return (at Supplier’s sole cost) of all or a portion of the Products which fail to conform to Supplier’s warranty in Section 6.1 and/or (ii) demand and receive replacement for the Products which fail to conform to Supplier’s warranty in Section 6.1

6.3                                 In case Purchaser exercises its right to return all or a portion of the Products pursuant to Section 6.2, Supplier shall immediately repay the applicable purchase price (or the portion of the purchase price applicable to the returned Products) by wire transferring such purchase price into a bank account designated by Purchaser or credit the amount against future deliveries, and Supplier shall bear and pay all banking charges related to such payment.  In case Purchaser exercises its right to demand replacement pursuant to Section 6.2, Supplier shall, as soon as practicable, deliver (or cause to be delivered) the replacement to the location designated by Purchaser, and Supplier shall bear and pay all fees and expenses associated with such delivery.

SP Ingots

6.4                                 Purchaser warrants that all SP Ingots supplied by Purchaser under this Agreement shall be (i) free from liens and defects in title that prevent their distribution to or by Supplier and (iii) free from any defects in materials and workmanship.  Purchaser further represents and warrants that the Ingots

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consigned by Purchaser to Supplier as conforming to the Specifications shall meet the Specifications.  Supplier shall establish a materials review board with respect to exceptional ingot lots which do not meet the Specifications that will decide on how the non-conforming ingots will be treated.

Breach and Damages

6.5                                 Notwithstanding any provision to the contrary, neither party shall be responsible or liable for any breach of this Agreement attributable to the other party and neither party shall be entitled to seek or receive any remedies against the other in case the breach by a party is attributable to the defaulting party or its subsidiaries.

6.6                                 Except as specifically provided in this Agreement, in no event shall either party be liable to the other party for any special, exemplary, punitive, indirect, incidental or consequential damages whether arising out or contract, tort, strict liability or otherwise resulting from or related to this Agreement (Whether or not a party knew or should have known the possibility of any such damages).

7                         Confidentiality

7.1                Confidential Information.  The terms and conditions of this Agreement and any information provided by one Party to the other Party which has been indicated as confidential shall be deemed confidential information (the “Confidential Information”).