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Make Good Escrow Agreement

MAKE GOOD ESCROW AGREEMENT

This Make Good Escrow Agreement (the "Make Good Agreement"), dated effective as of February 25, 2008, is entered into by and among China Solar & Clean Energy Solutions, Inc., a Nevada corporation (the "Company"), the Investors (as defined below), Roth Capital Partners, LLC ("Roth") and Tri-State Title & Escrow, LLC, as escrow agent ("Escrow Agent").

WHEREAS, each of the investors in the private offering of securities of the Company (the "Investors") has entered into a Securities Purchase Agreement, dated February ___, 2008 (the "SPA"), evidencing their participation in the Company's private offering (the "Offering") of securities. As an inducement to the Investors to participate in the Offering and as set forth in the SPA, the Company has agreed to place certain shares of the Company?s common stock, par value $0.001 per share (the ?Common Stock?) into escrow for the benefit of the Investors in the event the Company fails to satisfy certain financial thresholds.

WHEREAS, pursuant to the requirements of the SPA, the Company has agreed to establish an escrow on the terms and conditions set forth in this Make Good Agreement.

WHEREAS, the Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Make Good Agreement.

WHEREAS, all capitalized terms used but not defined herein shall have the meanings assigned them in the SPA.

NOW, THEREFORE, in consideration of the mutual promises of the parties and the terms and conditions hereof, the parties hereby agree as follows:

1. Appointment of Escrow Agent. The Company hereby appoints Escrow Agent to act as the as escrow agent in accordance with the terms of this Make Good Agreement, and the Escrow Agent hereby accepts such appointment.

2. Establishment of Escrow. By the Closing Date, the Company shall deliver, or cause to be delivered, to the Escrow Agent certificates evidencing an aggregate of 2,000,000 shares of the Company?s Common Stock (as equitably adjusted for any stock splits, stock combinations, stock dividends or similar transactions) (the "Escrow Shares"), along with bank signature stamped stock powers executed in blank (or such other signed instrument of transfer acceptable to the Company?s Transfer Agent). As used in this Make Good Agreement, ?Transfer Agent? means Securities Transfer Corporation, or such other entity hereafter retained by the Company as its stock transfer agent as specified in a writing from the Company to the Escrow Agent. The Company understands and agrees that the Investors? right to receive 2008 Make Good Shares (as defined below) and 2009 Make Good Shares (as defined below) pursuant to Section 4.11 of the SPA and this Make Good Agreement shall continue to run to the benefit of each Investor even if such Investor shall have transferred or sold all or any portion of its Shares, and that each Investor shall have the right to assign its rights to receive all or any such shares of Common Stock to other Persons in conjunction with negotiated sales or transfers of any of its Shares. The Company hereby irrevocably agrees that other than in accordance with Section 4.11 of the SPA and this Make Good Agreement, the Company will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of any of the Escrow Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive Escrow Shares). In furtherance thereof, the Company will (x) place a stop order on all Escrow Shares covered by any registration statements, (y) notify the Transfer Agent in writing of the stop order and the restrictions on such Escrow Shares under this Make Good Agreement and direct the Transfer Agent not to process any attempts to resell or transfer any Escrow Shares under such registration statements or otherwise in violation of Section 4.11 of the SPA and this Make Good Agreement. The Company shall notify the Investors as soon as the Escrow Shares have been deposited with the Escrow Agent.

3. Representations of the Company. The Company hereby represents and warrants to the Investors as follows:

(i) All of the Escrow Shares are validly issued, fully paid and nonassessable shares of the Company, and free and clear of all pledges, liens and encumbrances. Upon any transfer of Escrow Shares to Investors hereunder, Investors will receive full right, title and authority to such shares as holders of Common Stock of the Company.