SINO-FOREIGN EQUITY JOINT VENTURE

This Contract is made by and between the following parties ( “Parties”):

1.  

Rugao Brother Solar Energy and Technology, Ltd. (“Party A”), an enterprise registered with State Administration of Industry and Commerce, Rugao City Bureau, with its legal address at Qifeng Road, Rucheng Town, Rugao City, Jiangsu Province

2.  

Worldwide Energy and Manufacturing USA, Inc. (“Party B”), a company incorporated in USA with its legal address at 408 North Canal Street, Units A and B, South San Francisco, CA 94080, USA.

In accordance with the Equity Joint Venture Law and other relevant PRC laws and regulations, Party A and Party B agree to establish an equity joint venture in China.

The name of the equity joint venture is Worldwide Energy and Manufacturing (Nantong) Co., Ltd. (the “Company”)

Any business activities of the Company shall be subject to the PRC laws and regulations.

The Company is a limited liability company.  Each Party to the Company shall be liable to the debts of the Company within the limit of the capital subscribed by it, share the profits, and undertake the risks and losses in proportion to each of their contributions to the registered capital.

The purpose of the Company: to achieve satisfactory financial returns through the manufacture and sale of proper products in international market by sufficiently utilizing Party A’s current manufacturing and technology conditions and Party B’s advantage in finance.

The business scope of the Company is to develop, product and process solar energy photovoltaic modules and its component parts; to sell self-made products; and engage in import and export business with respect to the abovementioned products (excluding the distribution of imported products).

The production scale in the early stage of the Company is fifty (50) megawatts solar energy photovoltaic component parts per year.

The total amount of investment of the Company shall be US$ 25 Million (US$ 25,000,000.00).

The total amount of capital contribution made by the Parties to the Company shall be US$ 10 Million (US$10,000,000.00) which will be the registered capital of the Company, among which:

The payment method of the contributions is as follows:

The registered capital subscribed by each Party has been fully contributed.

Any transfer by a Party of all or any part of its contribution in the Company shall be consented by the other Party.  And an application with respect to such transfer shall be submitted to the original Approval Authority.  Within thirty (30) days following the approval by the original Approval Authority, the Company shall register such change with the original Registration Authority.

The Parties shall take most effective and efficient measures to achieve the purpose and objectives of the Company.

1.  

Be responsible to handle matters in connection with the establishment of the Company, such as filing applications for approvals and receipt of business license with relevant PRC authorities;

2.  

Contribute the registered capital in accordance with Article 10, Article 11 and Article 12 hereof;

3.  

Assist the Company in procurement within China;

4.  

Be responsible to recommend employees from Party A’s original employees to the Company on merit per the Company’s needs, and to assist the Company in conducting recruitment from the public when the need of the Company for employees cannot be satisfied;

5.  

Assist foreign employees to obtain entry visas;

6.  

Provide market information in respect of the products of the Company;

7.  

Handle other matters entrusted to it by the Company.

1.  

Subscribed the registered capital in accordance with Article 10, Article 11 and Article 12 hereof;

2.  

Assist Party A to process formalities such as approvals, registrations, applications for business license and etc.;

3.  

Assist Party A in the sales of the product of the Company;

4.  

Handle other matters entrusted to it by the Company.

More than ninety-five percent (95%) of the Company’s products shall be directly exported.

Party A and Party B shall jointly be responsible for the sale of such products to be exported.  Where the price of the products to be sold by the Company is higher than the same to be sold by Party B, the Company may directly sell the products.

Trademarks to be used on the Company’s product shall be discussed by Board of the Company.  It shall be used upon approval and registration by the Trademark Office of the State Administration for Industry and Commerce in accordance with relevant provisions of the Law of People’s Republic of China on Trademarks.

The date of the issuance of business license of the Company shall be the date of the establishment of Board of Directors of the Company (“Board”).

The Board shall consist of three (3) directors (“Directors”), among which, one (1) shall be appointed by Party A and two (2) by Party B.  Chairman shall be appointed by Party B while Vice Chairman shall be appointed by Party A.  The Chairman, Vice Chairman, and the Director shall be appointed for a term of three (3) years and may serve consecutive terms if re-appointed by the nominating Party.

The Board shall be the highest authority of the Company and entitled to decide all material matters of the Company.  The following material matters shall be approved unanimously by the Board:

1.  

Amendment of the Articles of Association of the Company;

2.  

Extension, termination or dissolution of the Company;

3.  

Merging with other economic organization;

4.  

Increase or transfer of the Company’s registered capital.

The Chairman shall be the legal representative of the Company.  Where the Chairman fails to fulfill his obligations for any reason, he/she shall temporarily authorize the Vice Chairman or other Director to represent him/her.  Where the Chairman does not make an express authorization, the Vice Chairman shall represent the Chairman.

The Board shall meet at least once a year and the Chairman shall convene and preside over the Board Meeting.  The Board meetings shall normally be held at the legal address of the Company.  The Chairman may convene an interim Board meeting under the request proposed by no less than one-third of the Directors.  The minutes of the meeting shall be placed on file until expiration of the term of the Company.

Two-thirds of all of the Directors shall constitute a quorum for the annual Board Meeting and the interim Board meeting.

Each Party has the obligation to ensure that the Directors appointed by it are present at the annual Board meeting and the interim Board meeting.

Where any Director who is appointed by a Party or Parties fails to attend the Board meeting personally or by proxy, and the Board fails to reach a decision on major issues of the Company stipulated by laws, regulations and this Contract within two (2) days of the Board meeting due to such absence, the other Party (the notifying Party) shall again notify in writing the absent Director and the appointing Party or Parties (the receiving Party) to its legal address (domicile) to urge such Director to attend the Board meeting on the specified time.

The abovementioned notice shall be sent by double-registered mail at least sixty (60) days prior to the date of the meeting and indicated that the receiving Party shall reply in writing within forty-five (45) days following the date on which the notice was sent with respect to the attendance of the Board meeting.  Where the receiving Party fails reply within specified time, it shall be deemed to forfeiture of his/her right.  Upon receiving of the return receipt of the double-registered mail by the notifying Party, the Directors appointed by the notifying Party can convene a special Board meeting.  This special Board meeting may make valid decision on major issues by unanimous approval by all the Directors present at the special Board meeting, even if the quorum has not been satisfied.

The Chairman or the Vice Chairman or other Directors authorized by the Chairman shall have the right to supervise and examine the implementation of the Board resolutions by the General Manager, provided, however, no one has the right to interfere the General Manager’s management in the daily business.

The Company has one (1) supervisor who will be appointed by both Parties.

The supervisor shall be appointed for a term of three (3) years and may serve consecutive terms if re-appointed.

The board of Supervisors/ supervisor shall have the following duties:

1.  

Examine the financial record of the Company;

2.  

Supervise the behavior of the Directors and managers in connection with their performance of duties of the Company violating the laws, regulations or Articles of Association of the Company;

3.  

Demand any Director or manager to correct his/her behaviors impairing the benefit of the Company;

4.  

Propose to convene interim shareholders meeting;

5.  

Other duties stipulated by the Articles of Association.

The Company shall establish a management organization which shall be responsible the day-to-day operation and management of the Company.  The General Manager of the management organization shall be nominated by Party A while the deputy General Manager shall be nominated by Party B. Both the General Manager and the deputy General Manager shall be appointed by the Board.  The term of office shall be three (3) years.

The duty of the General Manager is to execute the decisions resolved by the Board, organize daily management and operation of the Company.  The deputy General Manager shall assist the General Manager in performing his/her duties.

Where the General Manager or the deputy General Manager engaged in malpractice or gross negligence in his/her duty, he/she will be dismissed by the Board resolution from time to time.  The nominating Party shall re-nominate a proper person to be approved by the Board to take office.

The General Manager and the deputy General Manager shall only represent the Company and shall not represent either Party of the Company.

The Company shall procure the raw materials, equipment and auxiliary components, transportation tools and office appliances necessary for the operations of the Company preferentially from domestic market under equal conditions.

Where there are needs for the Company to procure equipment, the Parties shall jointly conduct inspection, selection, inquiry and choose the quality products with preferable price.  The Parties shall organize a business negotiation team constituted by representatives from the Parties to negotiate with the manufacturer of the equipment.  After that, the Company will procure the equipment directly or entrust Party B to procure the equipment from oversea market (Procurement agreements shall be executed separately.).  The procured equipment shall be brand new and shall be among the most advanced of the same kind throughout the world.  The mechanic equipments shall be submitted to the commodity inspection authority of the PRC for inspection pursuant to the Regulations on Commodity Inspection of PRC.

The Company shall adopt the labor contract system on recruitment.  Plans relating to matters on the recruitment, dismissal and termination of labor contract, production and working tasks, salary, rewards and discipline, working time and vocations, labor insurance and welfares, labor protection, and employment disciplines shall be discussed and formulated by the Board and shall be stipulated in the collective labor contract between the Company and the union of the Company, or in the labor contract between the Company and the employees in accordance with the Labor Law of People’s Republic of China and other relevant laws and regulations.  The labor contract shall be filed with local labor administration authority for authentication after execution.

The recruitment, salary, social security, welfare and reimbursement of travel expense for the senior management shall be discussed and deiced on by the Board in accordance with relevant regulations of PRC.

The Company shall pay various taxes in accordance with the relevant Laws and regulations of PRC.

The Company shall be responsible to withhold and collect the individual income tax of the employees of the Company in accordance with the Individual income Tax Law of People’s Republic of China.

The Company shall withdraw the reserve fund, the enterprise expansion fund and bonus and welfare fund of the Company in accordance with the Equity Joint Venture Law.  The amount of the reserve fund withdrawn shall not be less than ten percent (10%) of the after-tax profit in any one year.  The Board shall discuss and decide on the percentage of the enterprise expansion fund and bonus and welfare fund of the Company according to the business of the Company.

The fiscal year of the Company shall start on January 1 of each calendar year and end on December 31 of the same year.  All accounting documents, vouches, reports and books of the Company shall be prepared in Chinese.  The Company shall use Renminbi as the base bookkeeping currency in its financial statements.

The financial auditing of the Company shall be conducted and examined by certified public accountant registered in China retained by the Company and the results shall be reported to the Board.

Within three (3) months following the beginning of each fiscal year, the Company shall under organization of the General Manager prepare the balance sheet, statement of loss and gain and profit distribution plan which shall be submitted to the Board meeting for approval.

The term of the Company will expire on February 26, 2059 (“Term”).

Upon the expiration or early termination of the Company, the Company shall conduct liquidation in accordance with the laws.  The assets after liquidation shall be distributed in proportion to the respective shares in the registered capital of the Parties to the Company.

Any insurance of the Company shall be purchased from domestic insurance companies.  The Board shall discuss and determine the type of insurance, the value of insurance, the currency of insurance and the term of insurance in accordance with regulations relating to insurance of the PRC.

Any amendment to the Contract shall become effective upon written approval of the Parties and approval by the original Approval Authority.

Where the performance of the Contract becomes impossible due to an event of Force Majeure, or where the Company is unable to continue its business due to losses in consecutive years, the Board may unanimously approve to terminate or cancel the Contact in advance, which shall be approved by the original Approval Authority.

Where a Party fails to perform the obligations under the Contract or the Articles of Association, or materially breaches the Contract or the Articles of Association, due to which the Company becomes unable to operate or achieve its purpose hereunder, the breaching Party shall be deemed as unilaterally terminating the Contract.  In addition to the right to seek compensation from the breaching Party, the complying Party shall have the right to apply to the original Approval Authority to terminate the Contract according to the provisions hereunder.  Where the Parties agree to continue the operation, the breaching Party shall compensate the economic losses of the Company in the first place.

Where the Contract and its annex cannot be performed in part or in whole due to the fault of one Party, such Party shall be liable for breach of contract.  Where the Contract and its annex cannot be performed due to the fault of both Parties, each Party shall respectively be liable for its own breach of contract according to actual situation.

Where an event of force majeure, such as earthquake, typhoon, fire, flood, war and other event that is unforeseeable and the results of which is unpreventable and unavoidable, directly affect the performance of the Contract or result in a failure to perform the Contract under provided conditions, the Party affected by such event shall immediately notice such event to the other Party by telegram, and shall within fifteen (15) days provide valid proof of the reason with respect to impossibility of performance , partial performance or the need to delay the performance, which shall be issued by the notary public located at the place where such event occurs.  The Parties shall discuss and determine whether to terminate the Contract, to partially waive the obligations under the Contract, or to delay the performance of the Contract to the extent that the performance is affected.

The execution, performance, modification, termination and disputes resolution hereunder shall be governed by laws of People’s Republic of China.

Any dispute arising out of or in connection with this Contract shall be resolved through friendly negotiation by the Parties.

The Parties agree that, during the settlement of disputes, they shall continue to perform their respective obligations under this Contract, except for those disputed matters.

This Contract is written in Chinese.

The Articles of Association, Capital Contribution Agreement, Products Buy-back Agreement, Lease Contract, Equipment Importing Contract shall constitute part of this Contract.

This Contract, including its annex, shall become effective upon approval by Approval Authority entrusted by Ministry of Commerce of the PRC.

Notices given by one Party to the other Party can be made by telephone, telegram or telex, and shall be made in writing from time to time in the event that the contents containing the rights and obligations of the Parties.  All notices shall be served to the legal address of the other Party.  In case that the legal address of either Party is changed, the Party shall notice the other Party within thirty (30) days before such change, or otherwise the Party whose legal address is changed shall be liable for any liabilities result therefrom.

This Contract is executed by the Parties in Rugao City, China on March 10, 2010.