NEW ENERGY TECHNOLOGIES, S-1/A Filing

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NEW ENERGY TECHNOLOGIES,  S-1/A Filing Powered By Docstoc
					                             As filed with the U.S. Securities and Exchange Commission on January 2 9 , 2010

                                            U.S. SECURITIES AND EXCHANGE COMMISSION
                                                       WASHINGTON, D.C. 20549

                                                                  FORM S-1/A
                                                         Pre Effective Amendment No. 1

                               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                                   NEW ENERGY TECHNOLOGIES, INC.
                                                  (Name of Small Business Issuer in Its Charter)

                        NEVADA                                           3674                                     59-3509694
              (State or Other Jurisdiction of                (Primary Standard Industrial                      (I.R.S. Employer
             Incorporation or Organization)                      Classification Code)                       Identification Number )

                      New Energy Technologies, Inc.                                               Meetesh V. Patel
                           3905 National Drive                                        Chief Executive Officer and President
                                Suite 110                                                 New Energy Technologies, Inc.
                      Burtonsville, Maryland 20866                                              3905 National Drive
                        Telephone: (800) 213-0689                                                    Suite 110
                                                                                          Burtonsville, Maryland 20866
                                                                                            Telephone: (800) 213-0689
          (Address and telephone of registrant's executive office)        (Name, address and telephone number of agent for service)


                                         Copies of all communications and notices to:
                                                     Joseph Sierchio, Esq.
                                                  Sierchio & Company, LLP
                                                       430 Park Avenue
                                                           7 th Floor
                                                 New York, New York 10022
                                                  Telephone: (212) 246-3030
                                                   Facsimile: (212) 246-3039
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes
effective.

                                                                  --------------------
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, as amended, check here: 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting company‖ in Rule 12b-2 of the Exchange
Act. ( Check one):

           Large Accelerated Filer                                                         Accelerated Filer                      
           Non-accelerated Filer          (Do not check if a smaller reporting             Smaller reporting company              
                                         company)
                                                CALCULATION OF REGISTRATION FEE



                                                                  Proposed               Proposed
                         Title of each         Amount             maximum                maximum            Amount of
                   class of securities to be     to be          offering price           aggregate          registration
                          registered         Registered (1)     per share (2)        offering price (2)       Fee (3)

                   Common Stock, $0.001             9,700,000                $1.12         $10,864,000                     $606
                   par value (4)



                   Common Stock, $0.001              490,000,                $1.66            $813,400                      $58
                   par value (5)

                   Common Stock, $0.001            10,000,000                $1.25         $12,500,000                $1,114
                   par value (2)(6)

                   Total                           20,190,000                    -         $24,177,400                $1,778




(1) In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of
shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of
1933.

(2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) under the Securities
Act of 1933, using the closing price as reported on the Over the Counter Bulletin Board on September 17, 2009 which was $1.12 per share.

(3) Previously paid.

(4) Represents shares of our common stock were previously acquired by and issued to the Selling Stockholders in private transactions directly
with us or with one of our affiliates. All of these shares are offered by the Selling Stockholders.

 (5) Represents shares of our common stock, par value $0.001 per share, which may be issued upon exercise of outstanding options at prices
ranging from $0.44 to $1.66 per share.

 (6) Represents shares of our common stock, par value $0.001 per share, which we are offering directly through our officers and directors, on a
no minimum basis.


The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.




                                                                        ii
                                                    EXPLANATORY NOTE

   This registration statement relates to the registration of a total of 20,190,000 shares of our common stock. Of this amount,
10,000,000 are being registered for sale directly by us and the balance of 10,190,000 shares are being registered for resale by
certain of our stockholders and option holders (collectively the ― Selling Stockholders ‖). However, the following sections of the
prospectus (the ―Prospectus‖) to be used by the Selling Stockholders will differ from ours:

    .     Cover Page of Prospectus
    .     Table of Contents
    .     Prospectus Summary
    .     Use of Proceeds
    .     Determination of Offering Price
    .     Selling Stockholders
    .     Plan of Distribution

   In addition the Prospectus to be used by us will also have a section titled ―Dilution.‖ Otherwise, the Prospectus to be used by
the Selling Stockholders will be identical to ours.

    To the extent different, the sections of our Prospectus have been included, immediately following our Financial Statements in
this Registration Statement.


                                                                 iii
                                  SUBJECT TO COMPLETION, DATED January 29, 2010

   The information in this Prospectus is not complete and may be changed. The Selling Stockholders may not sell these
securities until this registration statement is declared effective by the United States Securities and Exchange Commission.
  This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state
                                            where the offer or sale is not permitted.

                                                          PROSPECTUS

                                           NEW ENERGY TECHNOLOGIES, INC.
                                          10,190,000 SHARES OF COMMON STOCK

    This Prospectus (the ― Prospectus ‖) relates to the resale by certain of our stockholders named in the section of this Prospectus
titled ―Selling Stockholders‖ (the ― Selling Stockholders ‖) of up to 10,190,000 shares of our common stock (the “Shares” ). The
Shares being offered under this Prospectus are comprised of 9,700,000 Shares that were purchased by the Selling Stockholders in
transactions with us or with our affiliates pursuant to exemptions from the registration requirements of the Securities Act of 1933
as amended (the ― Securities Act ‖) and 490,000 Shares of common stock which may be issued upon exercise of outstanding
options at prices ranging from $0.44 to $1.66 per Share.

   Although we will pay substantially all the expenses incident to the registration of the Shares, we will not receive any proceeds
from the sales by the Selling Stockholders.

   The Selling Stockholders and any underwriter, broker-dealer or agent that participates in the sale of the shares or interests
therein may be deemed "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions, profit or other compensation any of them earns on any sale or resale of the shares, directly or indirectly, may be
underwriting discounts and commissions under the Securities Act. The Selling Stockholders who are "underwriters" within the
meaning of Section 2(11) of the Securities Act will be subject to the Prospectus delivery requirements of the Securities Act.

    Our common stock is presently quoted for trading under the symbol ― NENE ‖ on the over the counter bulletin board (the ―
OTCBB ‖). On January 2 2 , 2010 the closing price of the common stock, as reported on the OTCBB was $0.65 per share. The
Selling Stockholders have advised us that they will sell the shares of common stock from time to time in the open market, on the
OTCBB, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices, at negotiated prices, or otherwise as described under the section of this Prospectus
titled ― PLAN OF DISTRIBUTION.”

The purchase of the shares offered through this Prospectus involves a high degree of risk.

                                    Please refer to “RISK FACTORS” beginning on page 6.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
    these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a
                                                     criminal offense.




                                    THE DATE OF THIS PROSPECTUS IS _______, 2010


                                                                  1
                                                  TABLE OF CONTENTS

                                                                                                                  Page
PROSPECTUS SUMMARY                                                                                                              3
RISK FACTOR S                                                                                                                4
NOTE REGARDING FORWARD-LOOKING STATEMENTS                                                                                   19
USE OF PROCEEDS                                                                                                             19
DETERMINATION OF OFFERING PRICE                                                                                             20
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK
 AND RELATED STOCKHOLDER MATTERS                                                                                            20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS                                                                                        22
DESCRIPTION OF OUR BUSINESS AND PROPERT Y                                                                                   39
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS                                                                                                         53
EXECUTIVE COMPENSATIO N                                                                                                     58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT                                                                                                              62
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
 AND CERTAIN CONTROL PERSONS                                                                                                63
DESCRIPTION OF OUR SECURITIES                                                                                               67
SELLING STOCKHOLDER S                                                                                                       70
PLAN OF DISTRIBUTION                                                                                                        74
LEGAL PROCEEDINGS                                                                                                           75
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
 FOR SECURITIES ACT LIABILITIES                                                                                             75
LEGAL MATTERS                                                                                                               76
EXPERTS                                                                                                                     76
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
 ON ACCOUNTING AND FINANCIAL DISCLOSURE                                                                                    76
ADDITIONAL INFORMATION                                                                                                     76
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                 78
CONSOLIDATED FINANCIAL STATEMENTS                                                                                 F-1 TO F-37


    You should rely only on the information contained in this Prospectus. We have not, and the underwriters have not,
authorized anyone to provide you with different information. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Prospectus
is accurate as of the date on the front of this Prospectus only. Our business, financial condition, results of operations and
prospects may have changed since that date.

   Information contained on our web site does not constitute part of this Prospectus.


                                                              2
                                                  PROSPECTUS SUMMARY

    This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This
summary may not contain all of the information that you should consider before investing in our common stock. You
should carefully read the entire Prospectus, including "RISK FACTORS" beginning on page 6 , and the consolidated
financial statements, before making an investment decision.

      Unless the context otherwise requires, the terms ―we,‖ ―our,‖ ―us,‖ ―Company‖ and ―New Energy‖ refer to New Energy
Technologies, Inc., a Nevada corporation, and its consolidated subsidiaries.

About Us and Our Business

        We were incorporated in the State of Nevada on May 5, 1998 under the name ―Octillion Corp.‖ with an authorized capital
stock of 100,000,000 shares of common stock, $0.001 par value, and 1,000,000 shares of preferred stock, $0.10 par value. As of
December 31, 2009, there were 58,600,600 shares of common stock issued and outstanding; there are no preferred shares issued
and outstanding.

       We are a development stage company; we have not generated any revenues since inception and we do not expect to
generate any revenues for the foreseeable future. We have incurred losses since inception. Our independent registered public
accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a
going concern. Please refer to ― RISK FACTORS .‖

        Since inception, we have been a technology incubator focused on the identification, acquisition, development and eventual
commercialization of emerging technologies initially in the biotech and subsequently in the alternative energy sectors; however,
commencing in August 2007 with the spinoff of our then wholly-owned subsidiary, MicroChannel Technologies Corporation, we
elected to focus all of our resources on alternative energy technologies. Accordingly, effective December 2, 2008 we changed our
name to ―New Energy Technologies, Inc.‖ so as to more accurately reflect our focus on alternative energy technologies.

       Our strategy is to develop new technologies and, where warranted, acquire rights to obtain licenses to technologies and
products that are being developed by third parties, primarily universities and government agencies, through sponsored research
and development agreements.

         Among our current research and development activities is the development of a technology, through a research agreement
(the “USF Sponsored Research Agreement”) with the University of South Florida Board of Trustees (― USF ‖) relating to the
development of a prototype flexible semi-transparent organic power foil (1ft by 1ft dimension) for an energy-generating window
glass in building-integrated photovoltaic products (the ― SolarWindow™ Technology ‖); the SolarWindow™ Technology would
adapt existing home and office glass windows into ones capable of generating electricity from solar energy without losing
significant transparency or requiring major changes in manufacturing infrastructure. The SolarWindow™ Technology is subject to
a patent application filed by USF (the ― USF Patent Application ‖). Please refer to “DESCRIPTION OF OUR BUSINESS
AND PROPERTY.”

        We are also developing a technology (the ― MotionPower™ Technology ‖) for capturing the kinetic energy of moving
vehicles in order to use this captured energy to generate clean electricity . The Motion Power™ Technology is subject to nine
patent applications filed by us (collectively, the “Motion Power™ Patents ‖). Please refer to “DESCRIPTION OF OUR
BUSINESS AND PROPERTY.”

                                                                 3
       Our corporate headquarters is located at 3905 National Drive, Suite 110, Burtonsville, Maryland 20866. Our telephone
number is (800) 213-0689.
Risk Factors

         Our business operations are subject to numerous risks, including the risk of delays in or discontinuation of our research
and development due to lack of financing, inability to obtain necessary regulatory approvals to market the products, unforeseen
safety issues relating to the products and dependence on third party collaborators to conduct research and development of the
products. Because we are an early stage company with a limited history of operations, we are also subject to many risks associated
with early-stage companies. For a more detailed discussion of some of the risks you should consider, you are urged to carefully
review and consider the section entitled ― RISK FACTORS ‖ beginning on page 10 of this Prospectus.

The Offering

Selling Stockholders

       The shares being offered under this Prospectus are comprised of 9,700,000 shares of our common stock that were
purchased by the Selling Stockholders in transactions with us or with our affiliate pursuant to exemptions from the registration
requirements of the Securities Act and 490,000 Shares issuable upon exercise of outstanding stock options. Please refer to ―
SELLING STOCKHOLDERS. ‖

Securities Being Offered

        The Selling Stockholders named in this Prospectus are offering for resale up to 10,190,000 shares of our common stock to
the public by means of this Prospectus. The shares being offered under this Prospectus are comprised of 9,700,000 Shares that
were purchased by the Selling Stockholders in private transactions from us or one of our affiliates pursuant to an exemption from
the registration requirements of the Securities Act; and up to 490,000 Shares which may be issued to certain of the Selling
Stockholders upon the exercise of outstanding stock options.

       Although we will pay substantially all the expenses incident to the registration of the Shares, we will not receive any
proceeds from the sales by the Selling Stockholders.

        All of the shares of our common stock, owned by the Selling Stockholders, will be registered by the registration statement
of which this Prospectus is a part. The Selling Stockholders may sell some or all of their shares immediately after they are
registered. Please refer to ― PLAN OF DISTRIBUTION. ‖

Offering Price

        The Selling Stockholders may sell their shares pursuant to this Prospectus, at open market, on the OTCBB, in privately
negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices, or otherwise as described under the section of this Prospectus titled ― PLAN OF
DISTRIBUTION .‖

Number of Shares Outstanding

        There were 58,600,600 shares of our common stock issued and outstanding at December 31, 2009.

                                                                  4
Duration of Offering

        We have agreed to use our commercially reasonable efforts to keep the registration statement of which this Prospectus is
part, continuously effective under the Securities Act for the lesser of two years from the date it is declared effective or until all of
the securities covered by such registration statement have been sold, or may be sold without volume restrictions pursuant to Rule
144 or any successor rule, as determined by our counsel pursuant to a written opinion letter to such effect, addressed and
acceptable to our transfer agent and the affected holders of such securities.

Selected Financial Data

        The following tables set forth a summary of certain selected financial data. You should read this information together with
the financial statements and the notes to the consolidated financial statements appearing elsewhere in this Prospectus.

  Statements of Operations Data:                                             For the Three Months Ended November 30,      For the Three Months Ended November 30,
                                                                                              2009                                         2008
  Revenue                                                                                                            $0                                            $0
  Income (loss) from operations                                                                             $ (902,296)                                  $ 3,279,414
  Net income                                                                                                  $ 88,974                                   $ 3,232,951
  Basic and diluted net income per share                                                                         $ 0.00                                        $ 0.06
  Weighted average shares outstanding used in basic net income per share                                    58,600,600                                    57,754,600
  calculation
  Weighted average shares outstanding used in diluted net income per share                                   59,475,520                                    57,754,600
  calculation


Statements of Operations Data:                                                                      For the Year Ended                For the Year Ended
                                                                                                      August 31, 2009                   August 31, 2008
Revenue                                                                                                                    $0                                   $0
Income (loss) from operations                                                                                      $1,950,594                        $(5,748,009)
Net income (loss)                                                                                                  $1,961,175                        $(5,721,545)
Basic and diluted net income (loss) per share                                                                           $0.03                              $(0.10)
Weighted average shares outstanding used in basic and diluted net income (loss )                                   57,837,460                          55,971,786
per share calculation

                    Balance Sheet Data:                                      November 30,         August 31, 2009         August 31, 2008
                                                                                 2009

                    Cash and cash equivalents                                        $2,060,348          $2,736,221                 $2,992,010

                    Working capital                                                  $1,818,126          $2,528,790                 $2,941,589

                    Total assets                                                     $2,162,767          $2,783,366                 $3,133,029

                    Total liabilities                                                $1,481,718            $254,576                   $191,440

                    Total stockholders‘ equity                                        $681,049           $2,528,790                 $2,941,589


                                                                                 5
Use of Proceeds

       We will incur all costs associated with this registration statement and Prospectus. We will not receive any of the proceeds
from the sale of the shares of our common stock being offered for sale by the Selling Stockholders. We will however receive
proceeds from the exercise of any options; any such proceeds will be used for working capital purposes.

Description of Our Common Stock

        Our authorized capital stock consists of stock of 100,000,000 shares of common stock, each with a par value of $0.001,
and 1,000,000 shares of preferred stock, each with a par value of $0.10. As of December 31, 2009, there were 58,600,600 shares
of common stock were issued and outstanding. No preferred shares were issued and outstanding. This total does not include any
shares of common stock issuable upon the exercise of any of our issued and outstanding stock options or stock purchase warrants,
including, but not limited to, the Non-redeemable Series E and Series F Warrants . Please refer to ― DESCRIPTION OF OUR
SECURITIES .‖

                                                        RISK FACTORS

        You should carefully consider the risks described below before purchasing any shares. Our most significant risks and
uncertainties are described below; if any of the following risks actually occur, our business, financial condition, or results of
operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part
of your investment therein. You should acquire the shares only if you can afford to lose your entire investment. Our filings
with the Securities and Exchange Commission also contain forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including the risks we have described below. Please refer to “ Special Note Regarding Forward-Looking Statements ”
on page 23 of this Prospectus .


                       RISKS RELATED TO OUR FINANCIAL CONDITION AND OPERATIONS

       We have experienced significant losses and expect losses to continue for the foreseeable future.

    We are a development stage company; we have not generated any revenues since inception and we do not expect to generate
any revenues for the foreseeable future. We had net income of $88,974 and $3,232,951 for the three months ended November 30,
2009 and 2008, and we have incurred a cumulative net loss of $5,663,295 from inception (May 5, 1998) through November 30,
2009.. Net income for the three months ended November 30, 2009 includes a non-cash increase in fair value of warrant liability of
$991,254. Net income for the three months ended November 30, 2008 includes the reversal of stock compensation expense due
to the forfeiture of stock options of $3,587,040. Excluding the increase in the warrant liability and the reversal of stock
compensation expense, we would have recorded a net loss of $902,280 and $354,089 for the three months ended November 30,
2009 and 2008. We anticipate incurring losses at least through November 30, 2010.

        Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which
may hinder our ability to obtain future financing.

        Our independent registered public accounting firm has issued its report, which includes an explanatory paragraph for
going concern uncertainty on our financial statements as of August 31, 2009. Because we have not yet generated revenues from
our operations our ability to continue as a going

                                                                 6
concern is currently heavily dependent upon our ability to obtain additional financing to sustain our operations. Such financing
may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. Although we
have completed several equity financings, the fact that our auditors have issued a ―going concern‖ opinion may hinder our ability
to obtain additional financing in the future. Currently, we have no commitments to obtain any additional financing, and there can
be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

        The sale by our shareholders of restricted shares, either pursuant to a resale prospectus or Rule 144, may adversely
affect our ability to raise the funds we will require to effectuate our business plan.

        We have registered for resale by certain of our shareholders 9,700,000 shares of our common stock previously acquired by
them as well as 490,000 Shares which may be issued upon exercise of outstanding options. In addition, of the 58,600,600 shares
of our common stock issued and outstanding at December 31, 2009, 36,749,600 shares are deemed "restricted securities," within
the meaning of Rule 144. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as
promulgated under the Securities Act.

       In general, subject to the satisfaction of certain conditions, Rule 144 permits a person who presently is not and who has
not been an affiliate of ours for at least three months immediately preceding the sale and who has beneficially owned the shares of
common stock for at least six months to sell such shares without regard to any of the volume limitations described above.

   Under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our affiliates, who has
beneficially owned restricted shares of our common stock for at least one year is permitted to sell in a brokerage transaction,
within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding
shares of the same class, or, if our common stock is quoted on a stock exchange, the average weekly trading volume during the
four calendar weeks preceding the sale, if greater. The possibility that substantial amounts of our common stock may be sold
under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our
ability to raise capital in the future through the sale of equity securities.

         If these shares are sold by our shareholders, either pursuant to a resale prospectus or Rule 144, may adversely affect our
ability to raise the funds we will require to effectuate our business plan.

      Even if financing were available to us, because we cannot currently estimate the amount of funds or time required to
commercialize our technologies we may secure less funding than will actually be required for us to effectuate our business
plan.


        We cannot currently estimate with any accuracy the amount of either the additional funds (beyond our current contractual
requirements) or time required to successfully commercialize either the SolarWindow™ Technology or the MotionPower™
Technology because the actual cost and time may vary significantly depending on results of current basic research and
development and product testing, cost of acquiring an exclusive license, changes in the focus and direction of our research and
development programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing patent
claims, the regulatory approval process, manufacturing, marketing and other costs associated with commercialization of products
following receipt of regulatory approvals and other factors. Because of this, even if financing were available to us, because we
cannot currently estimate the amount of funds or time required to commercialize our technologies we may secure less funding
than will actually be required for us to effectuate our business plan; in which event, we would need to cease or curtail our
operations.

                                                                  7
        Evaluating our business and future prospects may be difficult due to the rapidly changing technological and market
landscape.

         There is limited historical information available about our company upon which you can base your evaluation of our
business and prospects. The markets we are addressing are rapidly evolving and are experiencing technological advances and new
market entrants. Our future success may require us to outsource not only our research efforts, but ultimately, our manufacturing
and distribution, and there is no guarantee we can do this at a price that is competitive with our competitors, or that we can gain
access to new, more cost effective technologies that may be developed by our competitors. Moreover, the SolarWindow™
Technology and the MotionPower™ Technology are only in the early stages of development and we have limited experience upon
which to predict whether it can be successfully commercialized. Please refer to “RISKS RELATED TO OUR
TECHNOLOGIES AND THE INDUSTRIES IN WHICH WE OPERATE” below.

       We may require additional financing to expand, accelerate or sustain our current level of operations beyond November
30, 2010.

         As of November 30, 2009 the Company had working capital of $1,818,126. Based upon the Company‘s current level of
operations and expenditures it believes that absent any modification or expansion of its existing activities research, development
and testing, the cash on hand should be sufficient to enable the Company to continue operations at least through November 30,
2010. However, any significant expansion in scope or acceleration in time of the Company‘s current research and development
activities, or commencement of any marketing activities, will require additional funds.

        Our cash requirements may vary materially from those now planned. We cannot currently estimate with any accuracy the
amount of additional capital we may require because the amount needed may vary significantly depending on results of current
basic research and development and product testing, cost of acquiring an exclusive (versus non-exclusive) license of the
technologies, changes in the focus and direction of our research and development programs, competitive and technological
advances, the cost of filing, prosecuting, defending and enforcing patent claims, the regulatory approval process, if any, that must
be addressed, manufacturing, marketing and, finally, other costs associated with commercialization of products following receipt
of regulatory approvals and other factors.

         If adequate funds are not available or prohibitively expensive when required, the consequences would be a material
adverse effect on our business, operating results, financial condition and prospects. We may be required to delay, reduce the scope
of or terminate one or more or all of our research programs; to obtain funds through arrangements with collaborative partners or
others that may require us to relinquish rights to SolarWindow™ Technology, or other technologies or products based upon such
technologies that we would otherwise seek to develop or commercialize ourselves; or to license the rights to such technologies or
products on terms that are less favorable to us than might otherwise be available. If we raise additional funds by issuing equity or
debt securities, further dilution to stockholders may result and new investors could have rights superior to existing stockholders.

         Depending on our method of raising funds, now and in the future, your shares may be diluted .

        If we raise additional funds by selling additional shares of our common stock, or securities convertible into or exercisable
for shares of our common stock, the ownership interest of our stockholders may be diluted.



                                                                  8
       We have not generated revenues and because we currently do not have, and may never develop, any commercialized
product, we do not anticipate generating revenues for the foreseeable future.

         As noted above, we have not generated any revenues from our operations. We currently do not have any commercialized
products or any source of revenue. We have invested substantially all of our time and resources over the last three years in the
identification, acquisition of rights to, and the research and development of technologies. Even if we were to acquire a license for
the SolarWindow™ Technology from USF, we will require additional research, development, significant marketing efforts, and in
some cases regulatory approval before any of the technologies will generate any revenues. This will necessitate additional
investment of time and capital by us.

        We cannot currently estimate with any accuracy the amount of either the additional funds or time required to successfully
commercialize either technology, because the actual cost and time may vary significantly depending on results of current basic
research and development and product testing, cost of acquiring an exclusive license, changes in the focus and direction of our
research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and
enforcing patent claims, the regulatory approval process, manufacturing, marketing and other costs associated with
commercialization of products following receipt of regulatory approvals and other factors.

       The success of our research and development activities is uncertain. If the research efforts are not successful, we will
be unable to generate revenues from our operations and we will have to cease doing business.

       We are at an early stage of development. Potential commercialization of the SolarWindow™ Technology and the
MotionPower™ Technology require significant further research, development, testing, as well as additional capital investment
before we can determine whether we will elect to acquire a license to the SolarWindow™ technology; accordingly, we cannot
now project whether the ultimate results of these projects will prove successful or form the basis for a commercially viable
technology or product.

       If results of the continuing research project do not warrant continued development of either of the SolarWindow™
Technology or the MotionPower™ Technology, we may need to abandon our business model, in which case our shares may have
no value and you may lose your investment.

         We anticipate we will remain engaged in research and development for a considerable period of time, at least through our
2010 fiscal year end. Research and development activities, by their nature, preclude definitive statements as to the time required
and costs involved in reaching certain objectives. Actual costs may exceed the amounts we have budgeted and actual time may
exceed our expectations. As we have indicated, we cannot currently estimate with any accuracy the amount of additional funds we
will ultimately require to commercialize one or both of our sponsored technologies. We may be unable to generate adequate
revenue from operations or be able to financially support the level of research required to develop a commercially viable
technology or product.

       We lack sales and marketing experience and will likely rely on third party marketers.

       We expect to market and sell or otherwise commercialize the SolarWindow™ Technology or the MotionPower™
Technology (or any products derived from the technology) through distribution, co-marketing, co-promotion or licensing
arrangements with third parties. Our management has limited experience in sales, marketing or distribution of photovoltaic and
energy capture products. To the extent that we enter into distribution, co-marketing, co-promotion or licensing arrangements for
the marketing or sale of the SolarWindow™ Technology or the MotionPower™ Technology (or any products derived from

                                                                 9
the technology) any revenues received by us will be dependent on the efforts of third parties. If any such parties were to breach or
terminate its agreement with us or otherwise fail to conduct marketing activities successfully and in a timely manner, the
commercialization of the SolarWindow™ Technology or the MotionPower™ Technology (or any products derived from the
technology) would be delayed or terminated and would adversely affect our ability to generate revenues and our profitability.

                                       RISKS RELATED TO OUR TECHNOLOGIES
                                     AND THE INDUSTRIES IN WHICH WE OPERATE

       The development of the SolarWindow™ technology or the MotionPower™ technology is subject to the risks of failure
inherent in the development of any novel technology .

       Ultimately, the development and commercialization of the SolarWindow™ Technology or the MotionPower™
Technology are subject to a number of risks that are particular to the development and commercialization of any novel
technology. These risks include the following:

            .     our failure to acquire or maintain license rights to the SolarWindow™ Technology, or products developed from
                the SolarWindow™ Technology;
            .     the SolarWindow™ Technology or the MotionPower™ Technology (or any products derived from the
                technology) may prove to be ineffective, unsafe or otherwise fail to receive necessary regulatory approvals;
            .     the SolarWindow™ Technology or the MotionPower™ Technology (or any products derived from the
                technology), even if safe and effective, may be difficult to manufacture on a large scale or uneconomical to
                market;
            .     our marketing license or proprietary rights to products derived from the SolarWindow™ Technology or the
                MotionPower™ Technology technologies may not be sufficient to protect our products from competitors;
            .     the proprietary rights of third parties may preclude us or our collaborators from making, using or marketing the
                products utilizing the SolarWindow™ Technology or the MotionPower™ Technology; or,
            .     third parties may market superior, more effective, or less expensive technologies or products having comparable
                results to the SolarWindow™ or the MotionPower™ technologies (or any products derived from these
                technologies).

      If we ultimately do not obtain the necessary regulatory approvals for the commercialization of the SolarWindow™
Technology or the MotionPower™ Technology , we will not achieve profitable operations and your investment may be lost.

        Our ability to achieve profitability is dependent on ultimately commercializing the SolarWindow™ Technology or the
MotionPower™ Technology and entering into agreements for commercialization of such products. At this time we have not
submitted any products for regulatory approval nor do we have any agreements with any third parties regarding the
commercialization of any products. The failure to obtain any such necessary regulatory approvals or to enter into any such
necessary agreements could delay or prevent us from achieving profitability. This would result in the loss of your investment.
Moreover, even if the SolarWindow™ Technology or the MotionPower™ Technology, or any products based on such technology
is commercialized, we may still not achieve profitable operations, in which event we may need to curtail or cease our operations
and as a result the value of your investment may be diminished or entirely eradicated.




                                                                 10
        We may not receive an exclusive license for the SolarWindow™ Technology , or obtain such licenses on terms and
conditions acceptable to us.

       Our success is dependent in part on our obtaining, if warranted, an exclusive license from USF to market the
SolarWindow™ Technology. The receipt of any such license is contingent on successful early stage research, which we are
funding.

         The receipt of exclusive license to market the SolarWindow™ Technology is also contingent on fulfilling the terms and
conditions set forth in the USF Sponsored Research Agreement. We will need to reach agreement with respect to, among other
things, licensing fees, reimbursement of patents costs, royalty rates, sub-licensing fees, and agreement to USF‘s out-of-pocket
expenses. We may not be successful in negotiating an exclusive license with USF. Failure to obtain an exclusive license, if
warranted, will materially adversely affect our operations.

        If we are successful in negotiating an exclusive license agreement, we may not be able to make required cash payments, if
any, when due or achieve other requirements. If we do not, we will risk the loss of our license and our right to develop and market
products, if any, derived from the SolarWindow™ Technology, the loss of which will have a material adverse effect on the
business and may require us to substantially curtail our operations.

        If we fail to obtain additional licenses in the future required to maintain our rights to market products, if any,
developed from the SolarWindow™ Technology, we may need to curtail or cease operations.

   We may not retain all rights to developments, inventions, patents and other proprietary information resulting from any
collaborative arrangements, whether in effect as of the date hereof or which may be entered into at some future time with third
parties. As a result, we may be required to license such developments, inventions, patents or other proprietary information from
such third parties, possibly at significant cost to us. Our failure to obtain any such licenses could have a material adverse effect on
the business, financial condition and results of our operations. In particular, the failure to obtain a license could prevent us from
using or commercializing our technology.

        Our rights under the USF Sponsored Research Agreement may not provide meaningful commercial protection for our
interests in the SolarWindow™ Technology because we have not yet obtained an exclusive license.

        Our ability to compete effectively depends in part, on our ability to maintain the proprietary nature of our technologies,
which includes the ability to license patented technology or obtain, protect and enforce new patents on our technology and to
protect our trade secrets. Since we have not yet obtained a license to the SolarWindow™ Technology, it is not clear what rights, if
any, we may have under the USF Patent Application.

        If we cannot directly pursue others from infringing on the USF Patent Application, we will need to rely on USF, as the
case may be, to do so. USF, as the case may be, may not devote the resources that may be required in any such effort to preclude
others from infringing on their respective patents or other proprietary rights which may be related to the SolarWindow™
Technology. Even if we do obtain a license to the SolarWindow™ Technology, we cannot rely on the USF Patent Application to
provide us with any significant competitive advantage. Others may challenge the USF Patent Application and, as a result, the USF
Patent Application could be narrowed, invalidated or rendered unenforceable. Competitors may develop competitive products that
may be outside the scope of protection, if any,

                                                                  11
afforded by the USF Patent Application.

        In addition, any future patent applications may not result in the issuance of patents in the United States or foreign
countries. Further, it may take years to obtain the approval (or rejection) of patent applications. The validity or enforceability of a
patent after its issuance by the Patent and Trademark Office can be challenged in litigation. The patents protecting our products
may be infringed or successfully avoided through design innovation. The cost of patent litigation may be substantial. If the
outcome of the litigation is adverse to the owner of the patent, third parties may then be able to use the invention covered by the
patent without payment or permission of the patent owner.

        Compliance with environmental regulations, or dealing with harmful or hazardous materials involved in our research
and development, may require us to divert our limited capital resources.

         Our research and development programs do not generally involve the handling of harmful or hazardous materials, but they
may occasionally do so. Accordingly, we may become subject to federal, state and local laws and regulations governing the use,
handling, storage and disposal of hazardous and biological materials. If violations of environmental, health and safety laws occur,
we could be held liable for damages, penalties and costs of remedial actions. These expenses or this liability could have a
significant negative impact on our business, financial condition and results of operations. We may violate environmental, health
and safety laws in the future as a result of human error, equipment failure or other causes. Environmental laws could become more
stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations. We may be
subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes to or
restrictions on permitting requirements or processes, hazardous or biological material storage or handling might require an
unplanned capital investment or relocation. Failure to comply with new or existing laws or regulations could harm our business,
financial condition and results of operations. We do not have any insurance coverage with respect to damages or liabilities we may
incur as a result of these activities.

       We operate in highly competitive markets; in attempting to acquire or commercialize technologies, we face competition
from other companies, products and technologies.

        Our commercial success will depend on our ability and the ability of our sublicensees, if any, to compete effectively in
product development areas such as, but not limited to, safety, efficacy, ease of use, patient or customer compliance, price,
marketing and distribution. Our competitors may succeed in developing products that are more effective than any products derived
from our research and development efforts or that would render such products obsolete and non-competitive. The alternative
energy industry is characterized by intense competition, rapid product development and technological change. Most of the
competition that we encounter is expected to come from companies, research institutions and universities who are researching and
developing technologies and products similar to or competitive with any we may develop.

        These companies enjoy numerous competitive advantages, including:
            .     significantly greater name recognition;
            .     established relations with, customers and third-party payors;
            .     established distribution networks;
            .     more advanced technologies and product development;
            .     additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a competitive
                advantage;
            .     greater experience in conducting research and development, manufacturing, obtaining regulatory approval for
                products, and marketing approved products; and
            .     greater financial and human resources for product development, sales and marketing, and

                                                                   12
            patent litigation.

     As a result, we may not be able to compete effectively against these companies or their products. Please refer to
“DESCRIPTION OF OUR BUSINESS AND PROPERTY. ‖

      To the extent we are able to develop products based upon or derived from the SolarWindow™ Technology and
MotionPower™, if such products do not gain market acceptance, we may not achieve sales and market share.

       The development of a successful market for our products may be adversely affected by a number of factors, some of
which are beyond our control, including:

    .      our failure to produce products that compete favorably against other alternative energy and solar-photovoltaic power
        products on the basis of cost, quality and performance;
    .      our failure to produce products that compete favorably against conventional energy sources and alternative
        distributed-generation technologies, such as wind, biomass and solar thermal, on the basis of cost, quality and
        performance;
    .      our failure to qualify for and secure government reimbursements, tax incentives and any other financial subsidies which
        may be available to consumers for the implementation of alternative energy technologies such as solar systems at such
        time as our products become available for commercial sale, and which potential customers for our products may
        reasonably expect;
    .      whether customers will accept our new designs under development; and
    .      our failure to develop and maintain successful relationships with manufacturers, distributors, and other resellers, as well
        as strategic partners.
         If our products fail to gain market acceptance, we will be unable to achieve sales and market share.

          If solar-photovoltaic or kinetic energy harvesting technologies are not suitable for widespread adoption or sufficient
demand for such products does not develop or takes longer to develop than we anticipate, we may not be able to profitably
exploit the SolarWindow™ Technology or MotionPower™ Technology.

       The market for solar-energy related products is emerging and rapidly evolving, and the market for energy harvesting
products is generally unproven and not yet established; the success of products for these markets is uncertain.

        If our solar power or energy harvesting technologies prove unsuitable for widespread commercial deployment or if
demand for such power products fails to develop sufficiently, we would be unable to achieve sales and market share. In addition,
demand for such products in the markets and geographic regions we target may not develop or may develop more slowly than we
anticipate. Many factors will influence the widespread adoption of our solar and energy capture products, including:

            .     cost-effectiveness of our technologies as compared with conventional and competitive alternative energy
                technologies;
            .     performance and reliability of our products as compared with conventional and alternative energy products;
            .     success of alternative distributed generation technologies such as hydrogen fuel cells, wind turbines, bio-diesel
                generators and solar thermal technologies;
            .     public concern regarding energy security, the potential risks associated with global warming, the environmental
                and social impacts of fossil fuel extraction and use;
            .     fluctuations in economic and market conditions that impact the viability of conventional

                                                                 13
            and competitive alternative energy sources;
            .     increases or decreases in the prices of oil, coal and natural gas;
            .     capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;
            .     continued deregulation of the electric power industry and broader energy industry; and
            .     availability of government subsidies and incentives.

       Technological changes could render our products uncompetitive or obsolete, which could prevent us from achieving
market share and sales.

        Our failure to refine our technologies and to develop and introduce new products could cause our products to become
uncompetitive or obsolete, which could prevent us from achieving market share and sales. The alternative energy industry is
rapidly evolving and highly competitive. We will need to invest significant financial resources in research and development to
keep pace with technological advances in the industry and to compete in the future and we may be unable to secure such
financing. We believe that a variety of competing solar and alternative energy technologies may be under development by other
companies that could result in lower manufacturing costs or higher product performance than those expected for our products. Our
development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more
advantageous for the commercialization of products.

         Any products developed from our SolarWindow™ Technology will face competition from other companies producing
solar power products. If we fail to compete effectively, we may be unable to increase our market share and sales.

        The solar power market is intensely competitive and rapidly evolving. Our competitors are better capitalized, have
established market positions more prominent than ours, and if we fail to attract and retain customers and establish a successful
distribution network for our solar products, we may be unable to achieve adequate sales and market share. There are a number of
major multi-national corporations that produce solar power products, which may be competitive with those which we are seeking
to develop, including BP Solar, Kyocera, Sharp, GE, Mitsubishi, Solar World AG and Sanyo. We also expect that future
competition will include new entrants to the solar power market offering new technological solutions. Further, many of our
competitors are developing and are currently producing products based on new solar power technologies that may have costs
similar to, or lower than, our projected costs.

        Most of our competitors are substantially larger than we are, have longer operating histories, and have substantially greater
financial, technical, manufacturing and other resources than we do. Our competitors‘ greater sizes in some cases provides them
with competitive advantages with respect to manufacturing costs due to their ability to allocate fixed costs across a greater volume
of production and purchase raw materials at lower prices. Many also have far greater name recognition, an established distribution
network and an installed base of customers. In addition, many of our competitors have well-established relationships with current
and potential resellers, which have extensive knowledge of our target markets. As a result, our competitors will be able to devote
greater resources to research, development, promotion and sale of their products and may be able to respond more quickly to
evolving industry standards and changing customer requirements than we can.

        Our success will be dependent upon our ability to develop products that are superior to existing products and products
introduced in the future, and which are cost effective. In addition, we may be required to continually enhance any products that are
developed as well as introduce new products that keep pace with technological change and address the increasingly sophisticated
needs of the marketplace. There can be no assurance that we will be able to keep pace with the technological demands of the

                                                                 14
marketplace or successfully develop products that will succeed in the marketplace.

                         RISKS PARTICULAR TO THE MARKET FOR OUR COMMON STOCK

       The value and transferability of your shares may be adversely impacted by the limited trading market for our stock on
the OTCBB, which is a quotation system, not an issuer listing service, market or exchange. Because buying and selling stock
on the OTCBB is not as efficient as buying and selling stock through an exchange, it may be difficult for you to sell your
shares or you may not be able to sell your shares for an optimum trading price.

        The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume limitations in
over-the-counter securities. Because trades and quotations on the OTCBB involve a manual process, the market information for
such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual
execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to
execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the
delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our
common stock at the optimum trading prices.

        When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement
may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower
likelihood of an individual‘s orders being executed, and current prices may differ significantly from the price one was quoted by
the OTCBB at the time of the order entry.

         Orders for OTCBB securities may not be canceled or edited like orders for other securities. All requests to change or
cancel an order must be submitted to, received and processed by the OTCBB. Due to the manual order processing involved in
handling OTC Bulletin Board trades, order processing and reporting may be delayed, and an individual may not be able to cancel
or edit his order. Consequently, one may not able to sell shares of common stock at the optimum trading prices.

         The dealer‘s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the
seller of securities on the OTCBB if the common stock or other security must be sold immediately. Further, purchasers of
securities OTCBB may not have a bid price for securities bought and sold through the OTCBB. Due to the foregoing, demand for
securities that are traded through the OTCBB may be decreased or eliminated.

        We may compete for the time and efforts of our officers and directors.

    Certain of our officers and directors are also officers, directors, and employees of other companies, and we may have to
compete with the other companies for their time, attention and efforts; except for Mr. Meetesh V. Patel who devotes substantially
all of his time and attention to our affairs, none of our officers and directors anticipate devoting more than approximately five
(5%) percent of their time to our matters. Although we have an employment agreement with Mr. Patel, it may be terminated by
either party upon notice to the other.

       Our proposed businesses raise potential conflicts of interests between certain of our officers and directors and us.

        Certain of our directors are or may become directors and employees of other technology companies and, to the extent that
such other companies may participate in ventures in which we may

                                                                 15
participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such
participation by us and such other companies. In addition, directors may present potential prospects to such other companies rather
than presenting the opportunities to us or be affiliated with companies developing technologies which may compete with our
technologies. We have not established any mechanisms regarding the resolution of any such conflict if it were to arise;
accordingly, there is no assurance that any such conflict will be resolved in a manner that would not be adverse to our interest.

        The trading price of our common stock historically has been volatile and may not reflect its value.

         The trading price of our common stock has, from time to time, fluctuated widely and in the future may be subject to
similar fluctuations. The trading price may be affected by a number of factors including the risk factors set forth herein, as well as
our operating results, financial condition, general economic conditions, market demand for our common stock, and various other
events or factors both in and out of our control. In addition, the sale of our common stock into the public market upon the
effectiveness of this registration statement could put downward pressure on the trading price of our common stock. In recent
years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial
price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our common stock. These
fluctuations may have a negative effect on the market price of our common stock.

       Because of the concentration of ownership of our issued and outstanding stock, a few of our shareholders are able to
substantially influence all matters requiring approval by our stockholders, including the election of directors.

        As of December 31, 2009, an aggregate of 34,749,600 shares, constituting approximately 59% of our outstanding common
stock was owned by 5 stockholders. Accordingly, those stockholders may be able to substantially influence virtually all matters
requiring approval by our stockholders, including the election of directors. Our Articles of Incorporation do not provide for
cumulative voting in the election of directors and, therefore, although they are able to vote, our other stockholders should not
expect to be able to elect any directors to our board of directors.

        1420525 Alberta Ltd., a private corporation solely owned by Mr. Harmel Rayat, our former chief financial officer,
director and controlling shareholder, owns approximately 43% of our issued and outstanding stock. This ownership interest
may preclude you from influencing significant corporate decisions.

         As of December 31, 2009, 1420525 Alberta Ltd., a private corporation, of which Harmel S. Rayat, our former chief
financial officer, director and controlling shareholder is the sole shareholder, owns in the aggregate, 25,099,600 shares or
approximately 43% of our outstanding common stock. As a result, Mr. Rayat may be able to exercise a controlling influence over
matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, and
will have significant control over our management and policies through his ownership in 1420525 Alberta Ltd. Mr. Rayat‘s
interests may at times be different from yours. For example, he may support proposals and actions with which you may disagree
or which are not in your interests. The concentration of ownership could delay or prevent a change in control of our company or
otherwise discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price
of our common stock. In addition, Mr. Rayat could use his voting influence to maintain our existing management and directors in
office, delay or prevent changes of control of our company, or support or reject other management and board proposals that are
subject to shareholder approval, such as amendments to our employee stock plans and approvals of significant financing
transactions.

                                                                  16
       We have a large number of restricted shares outstanding, a portion of which may be sold under rule 144 which may
reduce the market price of our shares.

      Of the 58,600,600 shares of our common stock issued and outstanding at December 31, 2009, 36,749,600 shares are
deemed "restricted securities," within the meaning of Rule 144.

        Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the
Securities Act.

        In general, subject to the satisfaction of certain conditions, Rule 144 permits a person who presently is not and who has
not been an affiliate of ours for at least three months immediately preceding the sale and who has beneficially owned the shares of
common stock for at least six months to sell such shares without regard to any of the volume limitations described above.

         Under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our affiliates, who has
beneficially owned restricted shares of our common stock for at least one year is permitted to sell in a brokerage transaction,
within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding
shares of the same class, or, if our common stock is quoted on a stock exchange, the average weekly trading volume during the
four calendar weeks preceding the sale, if greater. The possibility that substantial amounts of our common stock may be sold
under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our
ability to raise capital in the future through the sale of equity securities.

        There are options and warrants to purchase shares of our common stock currently outstanding.

       We have granted options and warrants to purchase shares of our common stock to various persons and entities, of which
an aggregate of 5,838,500 are outstanding at December 31 2009. The exercise prices on these options and warrants are as follows:


3,188,500          Series F Warrants at $1.25 per share
100,000            Series E Warrants at $0.60 per share
2,000,000          Stock options at $0.52 per share
100,000            Stock options at $0.85 per share
50,000             Stock options at $1.66 per share
400,000            Stock options at $0.44 per share

        If issued, the shares underlying these options and warrants would increase the number of shares of our common stock
currently outstanding and will dilute the holdings and voting rights of our then-existing shareholders.

       We have the ability to issue additional shares of our common stock without asking for shareholder approval, which
could cause your investment to be diluted.

         Our articles of incorporation authorize the Board of Directors to issue up to 100,000,000 shares of common stock and up
to 1,000,000 shares of preferred stock. The power of the Board of Directors to issue shares of common stock or warrants or
options to purchase shares of common stock is generally not subject to shareholder approval. Accordingly, any time the Board of
Directors determines that it is in the best interests of the corporation to issue shares of its common stock, your investment will be
diluted.


                                                                  17
We may issue preferred stock which may have greater rights than our common stock.

        We are permitted in our charter to issue up to 1,000,000 shares of preferred stock. Currently no preferred shares are issued
and outstanding; however, we can issue shares of our preferred stock in one or more series and can set the terms of the preferred
stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may rank ahead of
our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common
stock. In addition, such preferred stock may contain provisions allowing them to be converted into shares of common stock, which
could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common
stock.

        Our compliance with changing laws and rules regarding corporate governance and public disclosure may result in
additional expenses to us which, in turn, may adversely affect our ability to continue our operations.

         Keeping abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever approved for
listing on either NASDAQ or a registered exchange, NASDAQ and stock exchange rules, will require an increased amount of
management attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with
evolving standards, which may result in increased general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities. This could have an adverse impact on our ongoing
operations.

       Our common stock is a "penny stock," and because "penny stock” rules will apply, you may find it difficult to sell the
shares of our common stock you acquired in this offering.

        Our common stock is a ―penny stock‖ as that term is defined under Rule 3a51-1 of the Securities Exchange Act of 1934.
Generally, a "penny stock" is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share.
Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are
among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a
standardized risk-disclosure document prepared by the U.S. Securities & Exchange Commission. The document provides
information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must
also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson
compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the
purchaser's written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the
penny stock rules, there is less trading activity in penny stocks and you are likely to have difficulty selling your shares.

        We do not intend to pay dividends for the foreseeable future.

        We currently intend to retain future earnings, if any, to support the development and expansion of our business and do not
anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our
board of directors after taking into account various factors, including but not limited to our financial condition, operating results,
cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors
must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize their
investment. Investors seeking cash dividends should not purchase the shares offered by us

                                                                  18
pursuant to this Prospectus.


                                NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Prospectus contains forward-looking statements which involve assumptions and describe our future plans, strategies,
and expectations, are generally identifiable by use of the words ― may ,‖ ― will ,‖ ― should ,‖ ― expect ,‖ ― anticipate ,‖ ― estimate
,‖ ― believe ,‖ ― intend ,‖ or ― project ‖ or the negative of these words or other variations on these words or comparable
terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no
assurance that these expectations will be achieved or accomplished.

         Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our
technologies, our potential profitability, and cash flows (b) our growth strategies, (c) expectations from our ongoing sponsored
research and development activities (d) anticipated trends in the technology industry, (e) our future financing plans and (f) our
anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or
achievements expressed or implied by any forward-looking statements. These statements may be found under ―
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
‖ and ― DESCRIPTION OF OUR BUSINESS AND PROPERTY ,‖ as well as in this Prospectus generally. Actual events or
results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without
limitation, the risks outlined under ― RISK FACTORS ‖ and matters described in this Prospectus generally. In light of these risks
and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In
addition to the information expressly required to be included in this filing, we will provide such further material information, if
any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not
misleading.

        Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking
statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may
cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to
place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation
to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report,
other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various
disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested
parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more
of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially
from those expected or projected. We will have little likelihood of long-term success unless we are able to continue to raise
capital from the sale of our securities until, if ever, we generate positive cash flow from operations.

                                                       USE OF PROCEEDS

        This Prospectus relates to the resale of certain shares of our common stock that may be offered and sold from time to time
by the Selling Stockholders. This Prospectus also relates to shares of our common stock to be issued to persons who exercise stock
options. We will not receive any proceeds from the sale of shares of common stock in this offering. However, we will receive
proceeds from the exercise

                                                                  19
of any stock options and we will use any such proceeds for working capital purposes.

                                          DETERMINATION OF OFFERING PRICE

        The Selling Stockholders will determine at what price they may sell the offered shares, and such sales may be made at
prevailing market prices, or at privately negotiated prices. Please refer to “PLAN OF DISTRIBUTION.”

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

       Our common stock is quoted on the OTCBB under the symbol ― NENE .‖ As of December 31, 2009, there were
58,600,600 shares of our common stock outstanding and held by 46 stockholders of record. As of December 31, 2009, we had
3,288,500 shares of common stock reserved for issuance upon exercise of outstanding warrants and 2,550,000 reserved for
issuance upon exercise of outstanding options. We have no shares of preferred stock issued and outstanding.

         The following table sets forth the range of high and low sales prices for our common stockfor each quarter during the past
three fiscal years as reported by the OTCBB:

                                                                                      High                Low

            Fiscal Year Ended August 31, 2010
            First Quarter 2010 (September 1 - November 30, 2009)                      $1.21               $0.52

            Fiscal Year Ended August 31, 2009
            First Quarter 2009 (September 1 - November 30, 2008)                      $0.95               $0.07
            Second Quarter 2009 (December 1 - February 28, 2009)                      $0.28               $0.07
            Third Quarter 2009 (March 1 - May 31, 2009)                               $0.59               $0.15
            Fourth Quarter 2009 (June 1 - August 31, 2009)                            $1.83               $0.42

            Fiscal Year Ended August 31, 2008
            First Quarter 2008 (September 1 - November 30, 2007)                      $5.29               $1.71
            Second Quarter 2008 (December 1 - February 29, 2008)                      $2.85               $1.19
            Third Quarter 2008 (March 1 - May 31, 2008)                               $2.18               $0.85
            Fourth Quarter 2008 (June 1 - August 31, 2008)                            $1.45               $0.82



On January 2 2 , 2009, the closing price of our common stock was $0.65 per share.

Dividends

         We have not paid any dividends on our common stock and our board of directors presently intends to continue a policy of
retaining earnings, if any, for use in our operations. The declaration and payment of dividends in the future, of which there can be
no assurance, will be determined by the board of directors in light of conditions then existing, including earnings, financial
condition, capital requirements and other factors. The Nevada Revised Statutes prohibit us from declaring dividends where, if
after giving effect to the distribution of the dividend:

        .       We would not be able to pay our debts as they become due in the usual course of business; or

                                                                 20
         .     Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy
             the rights of stockholders who have preferential rights superior to those receiving the distribution.

       Except as set forth above, there are no restrictions that currently materially limit our ability to pay dividends or which we
reasonably believe are likely to limit materially the future payment of dividends on common stock.

Transfer Agent

         The transfer agent of our common stock is Holladay Stock Transfer, Inc., 2939 North 67th Place, Scottsdale, Arizona
85251.

Penny Stock

        The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Our stock is currently a ―penny stock.‖ Penny stocks are generally equity securities with a price of
less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided
that current price and volume information with respect to transactions in such securities is provided by the exchange or system.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules,
deliver a standardized risk disclosure document prepared by the Commission, which: (a) contains a description of the nature and
level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the
broker‘s or dealer‘s duties to the customer and of the rights and remedies available to the customer with respect to a violation to
such duties or other requirements of Securities‘ laws; (c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone
number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading
in penny stocks; and (f) contains such other information and is in such form as the Commission shall require by rule or regulation.
The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (a) bid and offer
quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of
shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer‘s account. In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchaser‘s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement.

        These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if
it becomes subject to these penny stock rules.

Rule 144

        Of the 58,600,600 shares of our common stock issued and outstanding at December 31, 2009, 36,749,600 shares are
deemed "restricted securities," within the meaning of Rule 144; of these restricted shares, 25,099,600 are owned by 1420525
Alberta Ltd., a private corporation the sole shareholder of which is Harmel S. Rayat, our former chief financial officer, director
and controlling shareholder. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as
promulgated under

                                                                  21
the Securities Act.

          In general, under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of our
affiliates, who has beneficially owned restricted shares of our common stock for at least one year is permitted to sell in a
brokerage transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total
number of outstanding shares of the same class, or, if our common stock is quoted on a stock exchange, the average weekly
trading volume during the four calendar weeks preceding the sale, if greater. This provision currently applies to the shares owned
by Mr. Rayat.

        Rule 144 also permits a person who presently is not and who has not been an affiliate of ours for at least three months
immediately preceding the sale and who has beneficially owned the shares of common stock for at least six months to sell such
shares without restriction other than the requirement that there be current public information as set forth in Rule 144. To the extent
that Rule 144 is otherwise available, this provision is currently applicable to all of the restricted shares. If a non-affiliate has held
the shares for more than one year, such person may make unlimited sales pursuant to Rule 144 without restriction.

        The possibility that substantial amounts of our common stock may be sold under Rule 144 into the public market may
adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through
the sale of equity securities. Please refer to ― RISK FACTORS. ‖


                                   MANAGEMENT’S DISCUSSION AND ANALYSIS OF
                                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The following information should be read in conjunction with our interim unaudited consolidated financial statements and
notes thereto for the three month periods ended November 30, 2009 and 2008 and our audited consolidated financial statements
and related notes thereto for the years ended August 31, 2009 and 2008 included elsewhere in this Prospectus. We also urge you to
review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading ―
RISK FACTORS.”

Overview

        We were incorporated in the State of Nevada on May 5, 1998, under the name ―Octillion Corp.‖ On December 2, 2008,
the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. The
consolidated financial statements in this Prospectus include our accounts and those of our wholly-owned subsidiaries, Sungen
Energy, Inc. (― Sungen ‖), Kinetic Energy Corporation (― KEC ‖), Octillion Technologies Limited (― Octillion Technologies ‖)
and New Energy Solar Corporation (― New Energy Solar ‖).

        Sungen was incorporated on July 11, 2006 in the State of Nevada and has no assets and no liabilities.

        KEC was incorporated on June 19, 2008 in the State of Nevada and has no assets and no liabilities.

       Octillion Technologies was incorporated on April 11, 2007 in the Province of British Columbia, Canada for providing
administrative services to the Canadian office. We ceased to conduct business in

                                                                   22
Canada on August 31, 2008 and closed this office. As a result, we dissolved Octillion Technologies and eliminated all
intercompany balances, effective December 1, 2008.

       New Energy Solar was incorporated on February 9, 2009 in the State of Florida and has no assets and no liabilities.

        Our research and development activities include the development of a technology to adapt home and office glass windows,
skylights, and building facades into products capable of generating electricity from solar energy without losing significant
transparency or requiring major changes in manufacturing infrastructure, and technologies to harness the kinetic energy of
vehicles to generate electricity.

        Ultimately, we plan to market MotionPower™ Technology and/or SolarWindow™ Technology products, if any, subject to
receiving any requisite regulatory approvals, through co-marketing, co-promotion, licensing and distribution arrangements with
third party collaborators. The decision as to which method or methods of commercialization we will pursue will depend on
various factors including, but not limited to, our financial resources at the time, manufacturing costs, market acceptance of the
product(s), and competing technologies or products at the time.

         We believe that this approach could provide immediate access to pre-existing distribution channels, therefore potentially
increasing market penetration and commercial acceptance of our products and enabling us to avoid expending significant funds for
development of a large sales and marketing organization. Currently no such products or arrangements exist, nor can we currently
project with any degree of accuracy when, if ever, such products or arrangements may exist. Please refer to ― RISK FACTORS
.‖ If we do not ultimately commercialize products derived from our MotionPower™ Technology and/or SolarWindow™
Technology we will not generate revenues from our operations as currently conducted.

        Our success will be dependent upon our ability to develop products that are superior to existing products and products
introduced in the future, and which are cost effective. In addition, we may be required to continually enhance any products that are
developed as well as introduce new products that keep pace with technological change and address the increasingly sophisticated
needs of the marketplace. There can be no assurance that we will be able to keep pace with the technological demands of the
marketplace or successfully develop products that will succeed in the marketplace.

        We cannot currently estimate with any accuracy the amount of either the additional funds or time required to successfully
commercialize either technology, because the actual cost and time may vary significantly depending on results of current basic
research and development and product testing, cost of acquiring an exclusive license, changes in the focus and direction of our
research and development programs, competitive and technological advances, the cost of filing, prosecuting, defending and
enforcing patent claims, the regulatory approval process, manufacturing, marketing and other costs associated with
commercialization of products following receipt of regulatory approvals and other factors.

         As of November 30, 2009 the Company had working capital of $1,818,126. Based upon our current level of operations
and expenditures we believe that absent any modification or expansion of our existing activities research, development and
testing, the cash on hand should be sufficient to enable us to continue operations at least through November 30, 2010. However,
any significant expansion in scope or acceleration in time of our current research and development activities, or commencement of
any marketing activities, will require additional funds.




                                                                23
SolarWindow™ Technology

Current Research Agreements

USF Sponsored Research Agreement and Option Agreement

        On May 20, 2009, our wholly-owned subsidiary, New Energy Solar, entered into the USF Sponsored Research Agreement
with USF, for support to the project entitled ―Semitransparent Flexible Power Foil (SFPF)‖ relating to the development of a
prototype flexible semi-transparent organic power foil (1ft by 1ft dimension) for use as an energy-generating window glass in
building-integrated photovoltaic products which we refer to in this Prospectus as the ―SolarWindow™ Technology.‖ Pursuant to
Rule 24b-2 we submitted a request to the SEC for confidential treatment of certain portions of the USF Sponsored Research
Agreement, relating to the payment terms and scope of work under the USF Sponsored Research Agreement; our request was
granted by the SEC on June 11, 2009. Accordingly, the terms of the USF Sponsored Research Agreement have not been disclosed.

        On May 20, 2009, our wholly-owned subsidiary, New Energy Solar, also entered into an Option Agreement (the ― USF
Option Agreement ‖) with the University of South Florida Research Foundation, Inc., a corporation not for profit under Chapter
617 Florida Statutes, and a direct support organization of USF, pursuant to which New Energy Solar has the right to an exclusive
option to obtain an exclusive worldwide commercial license under certain patents relating to the SolarWindow™ Technology.
Pursuant to Rule 24b-2 we submitted a request to the SEC for confidential treatment of certain portions of the USF Option
Agreement, relating to the payment terms and scope of work under the USF Option Agreement; our request was granted by the
SEC on June 11, 2009. Accordingly, these terms of the USF Option Agreement have not been disclosed.

Terminated Research Agreements

UIUC Sponsored Research Agreement

        On August 25, 2006, through our wholly owned subsidiary, Sungen, we entered into a Sponsored Research Agreement (―
UIUC Sponsored Research Agreement ‖) with the University of Illinois at Urbana-Champaign (― UIUC ‖) for the development
of a new patent-pending technology to integrate films of silicon nanoparticle material on glass substrates, acting as photovoltaic
solar cells that have the potential to convert normal home and office glass windows into ones capable of converting solar energy
into electricity, with limited loss of transparency and minimal changes in manufacturing infrastructure (the ― UIUC Silicon
Nanoparticle Energy Technology ‖). On July 23, 2007, Sungen, amended its Sponsored Research Agreement with UIUC.
Pursuant to this amended Sponsored Research Agreement, we agreed to provide an additional $203,617 to the previously awarded
amount of $219,201 for a total of $422,818, to the University of Illinois in order to accelerate the development of films of silicon
nanoparticle material composed of nanosilicon photovoltaic solar cells that have the potential to convert solar radiation to
electrical energy.

        The UIUC Sponsored Research Agreement expired on August 22, 2008. As of this date, we had advanced a total of
$266,709 to the University of Illinois pursuant to the terms of the UIUC Sponsored Research Agreement. Pursuant to the terms of
the UIUC Sponsored Research Agreement, we were to advance an additional $156,109 to the University of Illinois, which is
included in other accrued liabilities at November 30, 2009 and August 31, 2009. However, we have not made the advance pending
determination as to whether funds previously paid to UIUC under the terms of the UIUC Sponsored Research Agreement have
been fully expended. We are of the opinion that to the extent these funds were

                                                                 24
not expended they are refundable to us.

       During the three months ended November 30, 2009 and 2008, the Company did not record any research and development
expense pursuant to the UIUC Sponsored Research Agreement. During the period from inception (May 5, 1998) to November 30,
2009, the Company recorded $422,818 as research and development expense pursuant to the UIUC Sponsored Research
Agreement.

Oakland Sponsored Research Agreement

        On August 18, 2008, we entered into a two-year Sponsored Research Agreement (― Oakland Sponsored Research
Agreement ‖) with scientists at Oakland University to further the development of the Company‘s photovoltaic technology for
generating electricity on transparent glass windows..

         Pursuant to the terms of the Oakland Sponsored Research Agreement we agreed to advance a total of $348,066 to fund the
research and development activities of which $140,519 was payable on or before September 1, 2008, $127,547 was payable on or
before October 1, 2009 and $80,000 was payable on demand during the contract period for reimbursement of materials provided
by Oakland University. In August 2008, the Company advanced $140,519 to Oakland University pursuant to the Oakland
Sponsored Research Agreement. As of November 30, 2008, researchers had not expended any funds advanced to them and
accordingly, no amortization of the deferred research and development costs was recorded during the three months ended
November 30, 2008. In February 2009, in order to preserve our working capital, we decided that it was in our best interest not to
proceed with the Oakland Sponsored Research Agreement and exercised our termination right, by providing written notice to
Oakland University of our election to terminate the Oakland Sponsored Research Agreement. As of the termination date of the
Oakland Sponsored Research Agreement, $20,220 of the $140,519 initially advanced to Oakland University had been expended
all during the quarter ended February 28, 2009. The remaining $120,299 was refunded to us in April 2009.

MotionPower™ Technology

Veryst Agreement

        On November 4, 2008, our wholly-owned subsidiary, KEC, entered into an agreement (the ― Veryst Agreement ‖) with
Veryst Engineering LLC (― Veryst ‖) relating to the development of a car and truck energy harvester . The Veryst Agreement
continues until terminated by either Veryst Engineering LLC or KEC. Pursuant to Rule 24b-2 we submitted a request for
confidential treatment of certain portions of the Veryst Agreement, relating to the payment terms, scope of work and the milestone
terms of the license agreement under the Veryst Agreement. Our request was granted on November 25, 2008.

         On September 9, 2009, we entered into another agreement with Veryst whereby Veryst is performing ongoing testing of
our vehicle energy harvester and advancing prototyping. The total cost for such services under this agreement is $44,350.

      Additionally, on September 9, 2009, we entered into an agreement with Veryst, whereby Veryst is developing a
commercial scale truck energy harvester. The total cost for such services under this agreement is $178,500.

         During the three months ended November 30, 2009, we recorded $123,640 as research and development expense pursuant
to the agreements with Veryst entered into on September 9, 2009. During the period from inception (May 5, 1998) to November
30, 2009, we recorded $127,816 as research and development expense pursuant to these same agreements.


                                                                25
Sigma Design Agreement

        On May 1, 2009, KEC entered into a consulting agreement (the ― Initial Sigma Consulting Agreement”) with Sigma
Design Company (― Sigma Design ‖) whereby Sigma Design provides ongoing engineering and product development services
relating to the development of the MotionPower™ Technology. On August 25, 2009, KEC entered into an additional consulting
agreement with Sigma Design whereby Sigma Design continues to provide engineering services relating to the development of the
MotionPower™ Technology (the ― Additional Sigma Consulting Agreement ‖ and, together with the Initial Sigma Consulting
Agreement, collectively the ― Sigma Design Agreements ‖). Each of the Sigma Design Agreements may be terminated by either
Sigma Design or us upon 30 days written notice to the other party.

       During the three months ended November 30, 2009 the Company recorded $100,945 as research and development expense
pursuant to the Sigma Design Agreements. During the period from inception (May 5, 1998) to November 30, 2009, the
Company recorded $182,613 as research and development expense pursuant to the Sigma Design Agreements.

Nerve Regeneration Technology

        On August 22, 2007, we spun off our wholly-owned biotechnology subsidiary, MicroChannel Technologies Corporation
(― MicroChannel ‖) with to our shareholders. The net assets and results of operations of MicroChannel of the prior period have
been reclassified as discontinued operations. We no longer have any equity interest in MicroChannel.

Results of Operations

Operating Expenses

Three Month Period Ended November 30, 2009 and 2008

               A summary of our operating (income) expense for the three months ended November 30, 2009 and 2008 was as
follows:
                                                                      Three Months Ended
                                                                        November 30,                           Increase /         Percentage
                                                   2009                                    2008                (Decrease)          Change

Operating (income) expense
         Investor relations                $               30,730 $                               10,800   $            19,930                   185 %
         Marketing                                        210,863                                     -                210,863                     *
         Wages and benefits                               225,360                            (3,418,560)             3,643,920                     *
         Management fees - related party                       -                                   6,553                (6,553)                    *
         Professional fees                                 92,568                                 60,790                31,778                    52
         Research and development                         274,314                                 22,250               252,064                 1,133
         Travel and entertainment                           6,706                                 22,378              (15,672)                  (70)
         Other operating expenses                          61,755                                 16,375                45,380                   277
Total operating (income) expense           $              902,296 $                          (3,279,414)   $         4,181,710                 (128) %



* Not meaningful

                                                                               26
       Investor Relations

     Investor relations costs represent fees paid to publicize the Company‘s technology within the industry and investor
community with the purpose of increasing company recognition.

        The increase in investor relation s expense is due to our entering into a Shareholder Communications Agreement and a
Public Relations Agreement (the ― PR Agreement ‖) as described below.

        Effective October 1, 2008, we entered into a one-year Market Access Services Agreement (the ― Market Agreement ‖) to
publicize our technology within the industry and increase company recognition and branding. In accordance with the terms of the
Market Agreement, we pay $1,900 per month for investor and public relations, corporate branding and corporate image services.

        Effective April 15, 2009, we entered into a one-year Shareholder Communication Services Agreement (the ― Shareholder
Communications Agreement ‖) with a third party consultant to provide shareholder communication and related administrative
services. In accordance with the terms of the Shareholder Communications Agreement, we pay the third party consultant $1,250
per month. As a result of an increase in services provided to the Company, effective September 15, 2009, we and the third party
consultant amended the Shareholder Communications Agreement whereby we pay the third party consultant $1,500 per month.

         Effective July 29, 2009, we entered into a one-year PR Agreement with a third party consultant to implement a public
relations program. In accordance with the terms of the PR Agreement, we pay the third party consultant $6,500 per month. After
the initial one-year term, either party may cancel the PR Agreement upon 60-days written notice.

       Marketing

        Marketing costs represent fees paid to advertise our technology, targeting potential customers.

        During the fourth quarter of fiscal year 2009, we undertook an advertising program designed to establish our ―brand‖
name recognition early on in our corporate development. The Company intends to continue to develop and market its brand name
pending commercialization of its MotionPower™ Technology and SolarWindow™ Technology products, if ever successfully
developed. The Company believes its strategy ultimately will facilitate the marketing, distribution and public acceptance of its
MotionPower™ Technology and SolarWindow™ Technology products, if and when safety approvals are received. The
Company‘s marketing efforts to date have generated more than 70 news media stories, including online, radio, television, and
print media coverage in leading mainstream media in the United States.

       Wages and benefits

        During the three months ended November 30, 2009 and 2008, we incurred $42,065 and $27,361 in wages and benefits
expense for services rendered by Mr. Meetesh Patel, our President, Chief Executive Officer (the ―CEO‖), Chief Financial Officer
(the ―CFO‖), and Director. Additionally, during the three months ended November 30, 2009, we recorded stock compensation
expense of $182,729, which is included in wages and benefits expense, related to the stock option granted to Mr. Patel on June 24,
2009. Pursuant to an Employment Agreement dated June 24, 2009 with Mr. Patel, the Board approved an annual salary of
$150,000 and the grant of a stock option to purchase up to 2,000,000 shares of our common stock, subject to certain vesting
requirements, at an exercise price of $0.52 per share, the fair

                                                                27
market value of our common stock on the date of grant. The fair value of the 2,000,000 stock options granted was estimated at
$0.49 each, for a total of $980,000, using the Black-Scholes Option Pricing Model.


       During the three months ended November 30, 2009 and 2008, we incurred $566 and $77,154 in wages and benefits
expense for services rendered by Mr. Cucinelli, the former President and CEO, which includes $50,000 severance pursuant to an
Employment Termination Agreement, dated October 15, 2008 between us and Mr. Cucinelli.

          On October 15, 2008, Mr. Nicholas Cucinelli resigned as President and Chief Executive Officer of the Company. As a
result, the stock option granted him on February 15, 2008 to purchase 1,250,000 shares of common stock was forfeited pursuant to
the terms of an Employment Termination Agreement between us and Mr. Cucinelli. As a result of Mr. Cucinelli‘s resignation,
stock option compensation expense of $3,573,778 previously recorded for Mr. Cucinelli‘s stock option was reversed during the
quarter ended November 30, 2008 and is included in wages and benefits.

       Wages and benefits for the three months ended November 30, 2008 also includes $50,703 for severance paid to
employees in the Company‘s former administrative office in Vancouver, British Columbia, which was closed effective August 31,
2008.

       Management fees – related party

        During the three months ended November 30, 2008, we incurred $6,553, including stock compensation of $4,053, for
services rendered by Mr. Frank Fabio, our former consultant CFO. Mr. Fabio resigned as CFO, effective January 9, 2009.

        On September 12, 2008, we granted a stock option to Mr. Fabio to purchase, subject to applicable vesting provisions,
50,000 shares of our common stock at an exercise price of $0.78 per share. The fair value of the 50,000 stock options was $35,500
on the date of grant. Under the terms of the stock option agreement, the stock option granted to Mr. Fabio to purchase 50,000
shares of common stock was all forfeited upon his resignation. Accordingly, stock option compensation expense of $4,053
recorded during the quarter ended November 30, 2008 for Mr. Fabio‘s stock option was reversed during the quarter ended
February 28, 2009.

       Professional fees

         Professional fees primarily consist of accounting, audit, and tax fees, legal fees, non-employee Board fees, and SEC
related filing fees.

         The $31,778 increase in professional fees is primarily due to an increase in legal fees of approximately $18,000 as a result
of us utilizing legal counsel more during the current year to review new research and development and consulting agreements as
well as preparing and filing our Form S-1.

         Audit and audit related fees increased by approximately $6,300 during the three months ended November 30, 2009 as
compared to the same period of the prior year partially as a result of the review services provided by our independent registered
public accounting firm of Peterson Sullivan LLP (―Peterson Sullivan‖) in connection with providing a consent to the inclusion of
their report in connection with the filing of our Form S-1 and partially due to the timing and subsequent billing for the services
rendered by Peterson Sullivan in connection with the audit of our year end financial statements.


                                                                 28
        Non-employee Board fees increased approximately $4,600 during the three months ended November 30, 2009 as
compared to the same period of the prior year substantially as a result of stock compensation expense related to the grant of stock
options previously granted to non-employee board members.

       SEC related filing fees contributed to approximately $5,000 of the increase in professional fees during the three months
ended November 30, 2009 as compared to the same period of the prior year substantially as a result of the filing fee paid to the
SEC for the Form S-1.

        Research and development

        Research and development costs represent costs incurred to develop our technology and are incurred pursuant our
sponsored research agreements with USF, development agreements with Veryst consulting agreements with Sigma Design, and
agreements with other third party providers. These agreements include salaries and benefits for research and development
personnel, allocated overhead and facility occupancy costs, contract services and other costs. Research and development costs are
expensed when incurred, except for nonrefundable advance payments for future research and development activities which are
capitalized and recognized as expense as the related services are performed.

        Research and development expense for the three months ended November 30, 2009 consists substantially of costs incurred
pursuant to the development agreements with Veryst , the Sigma Design Agreements, and the USF Sponsored Research
Agreement. During the three months ended November 30, 2009 we recorded $100,945 and $123,640 as research and
development expense pursuant to the Sigma Design Agreements and the development agreements with Veryst. Pursuant to Rule
24b-2, we submitted a request to the SEC for confidential treatment of certain portions of the USF Sponsored Research
Agreement, relating to the payment terms and scope of work under the USF Sponsored Research Agreement. Our request was
granted by the SEC on June 11, 2009. Accordingly, the terms of the USF Sponsored Research Agreement have not been disclosed.

       Research and development expense for the three months ended November 30, 2008 consists substantially of costs incurred
pursuant to the development agreements with Veryst.

        Travel and entertainment

         Travel and entertainment decreased $15,672 during the three months ended November 30, 2009 compared to the same
period of the prior year primarily as a result of our closing our administrative office in Vancouver, British Columbia, Canada,
effective August 31, 2008, terminating all of the employees in Vancouver, Canada. Subsequent to closing the Vancouver, Canada
office in August 2008, employees were still transitioning their responsibilities to the newly appointed CFO (Mr. Frank Fabio was
appointed on September 12, 2008) and the outsourced accounting function. The transitioning process required travel and other
related expenses.

        Other operating expenses

        Other operating expenses includes rent, patent filing costs, utilities, office supplies, information technology related fees,
printing costs, and other administrative costs.

        Other operating expenses increased $45,380 during the three months ended November 30, 2009 as compared to the same
period of the prior year substantially as a result of an increase in press releases of approximately $31,600. During the three
months ended November 30, 2009, we made several announcements by way of press releases regarding ourMotionPower™
Technology and SolarWindow™

                                                                  29
Technology. Also contributing to the increase in other operating expenses during the three months ended November 30, 2009 is
approximately $8,300 for patent application filing costs regarding our MotionPower™ Technology and SolarWindow™
Technology.

             Other income (expense)

             A summary of our other income (expense) for the three months ended November 30, 2009 and 2008 was as follows:
                                                                    Three Months Ended
                                                                       November 30,                            Increase /        Percentage
                                                          2009                           2008                  (Decrease)         Change

 Other income (expense)
         Interest income                            $                 - $                          7,196   $           (7,196)       *        %
         Interest expense                                             -                            (106)                   106       *
         Foreign exchange gain (loss)                                 16                        (53,553)               53,569        *
        Change in fair value of warrant liability                991,254                              -               991,254        *
 Total other income (expense)                       $            991,270 $                      (46,463)   $        1,037,733        *        %

* not meaningful
                Interest income

        Interest income decreased during the three months ended November 30, 2009 as compared to the same period in the prior
year primarily due to the closing of the administrative office in Vancouver, British Columbia, Canada. As of December 31, 2008,
the Company transferred all of the funds in its interest bearing cash account maintained at a Canadian owned financial institution
to non-interest bearing bank accounts at U.S. financial institutions.

             Foreign exchange loss

         We translate assets and liabilities of our foreign subsidiaries, other than those denominated in United States Dollars, at the
rate of exchange at the balance sheet date. The foreign exchange loss during the three months ended November 30, 2008 is
substantially the result of cash infusions made from New Energy Technologies to our former foreign subsidiary, Octillion
Technologies (denominated in Canadian dollars), thereby increasing the intercompany payable on Octillion Technologies‘ balance
sheet. Octillion Technologies was dissolved, effective December 1, 2008.

              Change in fair value of warrant liability

       On September 1, 2009, we adopted guidance which is now part of ASC 815-40, Contracts in Entity’s Own Equity. We
determined that our Class F Callable Warrants contained a Dilutive Issuance provision. As a result, we reclassified 3,188,500 of
our Class F Callable Warrants to long-term warrant liability, resulting in a cumulative adjustment to accumulated deficit as of
September 1, 2009 of $342,771.

         Our Class F Callable Warrants are considered derivative financial liabilities and are therefore required to be adjusted to
fair value each quarter. We have valued our warrant liability at November 30, 2009 using a Black-Scholes model containing the
following assumptions: dividend yield of 0%, volatility 178.97%, risk-free rate of 0.27%, and a term of 1.2 years. A decrease in
the remaining term of our Class F Callable Warrants during three months ended November 30, 2009 and a decline in the fair value
of our

                                                                             30
common stock from September 1, 2009 to November 30, 2009 resulted in a decrease in the warrant liability and a non-cash gain
related to our Class F Callable Warrants of $991,254 during the three months ended November 30, 2009.

Fiscal Years Ended August 31, 2009 and 2008

Operating Expenses

              A summary of our operating (income) expense for the years ended August 31, 2009 and 2008 was as follows:
                                                                               Year Ended
                                                                                August 31,                     Percentage
                                                            2009                             2008               Change

 Operating ( income) expense
         Investor relations                      $                  51,293 $                    1,109,500                    (95) %
         Marketing                                                 372,220                             -           *
         Wages and benefits                                    (3,161,464)                      3,898,353                   (181)
         Management fees - related party                             4,472                             -           *
         Professional fees                                         302,364                        211,861                      43
         Research and development                                  323,848                        248,272                      30
         Travel and entertainment                                   66,651                        152,863                    (56)
         Other operating expenses                                   90,022                        127,160                    (29)
 Total operating ( income) expense               $             (1,950,594) $                    5,748,009          *                %



* Not meaningful

              Investor Relations and Marketing

        Investor relations costs represent fees paid to publicize our technology within the investor community with the purpose of
increasing company recognition and branding.

         Marketing costs represent fees paid to advertise our technology targeting potential customers. During the fourth quarter
of fiscal year 2009, we undertook a public relations/advertising program designed to establish our ―brand‖ name recognition early
on in our corporate development. We intend to continue to develop and market our brand name pending commercialization of our
MotionPower™ Technology products, if ever successfully developed. We believe this strategy ultimately will facilitate the
marketing, distribution and public acceptance of ourMotionPower™ Technology products, if and when safety approvals are
received.

           Wages and benefits

          On October 15, 2008, Mr. Nicholas Cucinelli resigned as our President and Chief Executive Officer and Director. As a
result, the stock option granted him on February 15, 2008 to purchase 1,250,000 shares of common stock was forfeited pursuant to
the terms of an Employment Termination Agreement between us and Mr. Cucinelli. As a result of Mr. Cucinelli‘s resignation,
stock option compensation expense of $3,573,778 recorded in fiscal year 2008 for Mr. Cucinelli‘s stock option was reversed
during the quarter ended December 31, 2008 and is included in wages and benefits for the year ended August 31, 2009. Pursuant
to the terms of Mr. Cucinelli‘s Employment Termination Agreement, he also received $50,000 severance, which is included in
wages and benefits for the year ended August 31, 2009.

                                                                   31
         Upon Mr. Cucinelli‘s resignation, on October 15, 2008, we simultaneously appointed Mr. Meetesh V. Patel as
our President, Chief Executive Officer and Director. Mr. Patel was appointed to Chief Financial Officer on January 9,
2009. Pursuant to an Employment Agreement dated June 24, 2009 with Mr. Patel, the Board approved an annual salary of
$150,000 and the grant of a stock option to purchase up to 2,000,000 shares of our common stock, subject to certain vesting
requirements, at an exercise price of $0.52 per share, the fair market value of our common stock on the date of grant. The fair
value of the 2,000,000 stock options granted was estimated at $0.49 each, for a total of $980,000, using the Black-Scholes Option
Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 147.10%, risk-free
interest rate of 3.39%, and expected life of 6.25 years. During the year ended August 31, 2009, we recorded stock compensation
of $121,819 related to the amortization of the stock option granted to Mr. Patel.

         During the years ended August 31, 2009 and 2008, we incurred $77,154 and $118,534 in cash wages and benefits expense
for services rendered by Mr. Cucinelli.

       During the year ended August 31, 2009, we incurred $162,638 in cash wages and benefits expense for services rendered
by Mr. Patel.

       Management fees – related party

     During the year ended August 31, 2009, we incurred $4,472 for services rendered by Mr. Frank Fabio our former
CFO. Mr. Fabio resigned as CFO, effective January 9, 2009.

        On September 12, 2008, we granted a stock option to our then CFO to purchase, subject to applicable vesting provisions,
50,000 shares of our common stock at an exercise price of $0.78 per share. The fair value of the 50,000 stock options was $35,500
on the date of grant. Under the terms of the stock option agreement, the stock option granted to Mr. Fabio to purchase 50,000
shares of common stock was all forfeited upon his resignation. Accordingly, stock option compensation expense of $4,053
recorded during the quarter ended November 30, 2008 for Mr. Fabio‘s stock option was reversed during the quarter ended
February 28, 2009 with a net $0 impact to the consolidated statement of operations for the year ended August 31, 2009.

       Professional fees

       Professional fees primarily consist of accounting, audit, and tax fees, legal fees and non-employee Board fees.

         Professional fees increased $90,503 in the fiscal year ended August 2009 partially as a result of our closing our
administrative office in Vancouver, British Columbia, Canada, effective August 31, 2008, terminating all of the employees in
Vancouver, Canada. Due to this downsizing, as of September 1, 2008, we began outsourcing its accounting function to third
parties resulting in an increase in accounting related fees of approximately $43,900 during the year ended August 31, 2009
compared to the year ended August 31, 2008.

       Non-employee Board fees increased approximately $34,400 during the year ended August 31, 2009 as compared to the
year ended August 31, 2008. Accounting for approximately $17,700 of the increase during the year ended August 31, 2009
compared to 2008 is stock compensation expense related to the grant of stock options previously granted to non-employee board
members.


                                                               32
        Non-employee Board members receive $2,500 per quarter for services rendered in the capacity of a Board
member. During the year ended August 31, 2009, we incurred approximately $31,700 for services rendered by our non-employee
directors compared to only $15,000 during the prior year.


Research and development

        Research and development costs represent costs incurred to develop our technology and are incurred pursuant to our
sponsored research agreements with UIUC, Oakland University and USF, a development agreement with Veryst Engineering
LLC, a letter of intent with V2G Enterprises, LLC and the Sigma Design Agreements. These agreements include salaries and
benefits for research and development personnel, allocated overhead and facility occupancy costs, contract services and other
costs. Research and development costs are expensed when incurred, except for nonrefundable advance payments for future
research and development activities which are capitalized and recognized as expense as the related services are performed.

        Travel and entertainment

        Travel and entertainment decreased $86,212 during the year ended August 31, 2009 compared to the prior year primarily
as a result of the Company closing its administrative office in Vancouver, British Columbia, Canada, effective August 31, 2008,
terminating all of the employees in Vancouver, Canada.

        Other operating expenses

       Other operating expenses include rent, press release fees, utilities, office supplies, and information technology related fees
and other administrative costs.

         Other operating expenses decreased $37,138 during the year ended August 31, 2009 compared to the prior year primarily
as a result of our closing its administrative office in Vancouver, British Columbia, Canada, effective August 31, 2008. Rent and
office supply expense related to the Vancouver office decreased by approximately $40,200 and $28,000, respectively. Offsetting
these decreases is an increase in press release fees and utilities of approximately $17,900 and $17,200. During the year ended
August 31, 2009, we made several announcements regarding our MotionPower™ Technology and SolarWindow™
Technology. The increase in utilities related expense is substantially due to an increase in web hosting fees as well as the
enhancement of our website to display the advancement in its technologies.

Other income (expense)

        A summary of our other income (expense) for the years ended August 31, 2009 and 2008 was as follows:


                                                                 33
                                                                                  Year Ended
                                                                                  August 31,                      Percentage
                                                                   2009                        2008                Change

 Other income (expense)
          Interest income                              $                     7,743 $                    53,668                 (86) %
          Interest expense                                                   (267)                       (516)                 (48)
          Loss on disposal of fixed assets                                      -                      (5,307)        *
          Gain on dissolution of foreign subsidiary                         59,704                          -         *
          Foreign exchange loss                                           (56,599)                    (21,381)                 165
 Total other income                                    $                    10,581 $                    26,464                 (60) %



* Not meaningful

           Interest income

         Interest income decreased during the year ended August 31, 2009 compared to the prior year primarily due to the closing
of the administrative office in Vancouver, British Columbia, Canada. As of December 31, 2008, we transferred all of the funds in
its interest bearing cash account maintained at a Canadian owned financial institution to non-interest bearing bank accounts at
U.S. financial institutions.

           Loss on disposal of fixed assets

        The Company recorded a loss on disposal of fixed assets of $5,307 during the year ended August 31, 2008 as a result of
the removal of the cost and related accumulated depreciation from our financial statements for equipment that was either no
longer in service or deemed obsolete. Substantially all of this equipment was located at our administrative office in Vancouver,
British Columbia, Canada, which, effective August 31, 2008, was closed.

           Gain on dissolution of foreign subsidiary

        Octillion Technologies Limited (―Octillion Technologies‖) provided administrative services to our Canadian office. We
ceased to conduct business in Canada, effective August 31, 2008 and closed this office. As a result, we dissolved Octillion
Technologies, eliminated all intercompany balances, and recorded a gain on its investment in Octillion Technologies equal to the
accumulated other comprehensive income at December 1, 2008, the time of the dissolution.

           Foreign exchange loss

         We translate assets and liabilities of its foreign subsidiaries, other than those denominated in United States Dollars, at the
rate of exchange at the balance sheet date. The foreign exchange loss during the year ended August 31, 2009 is substantially the
result of cash infusions made from New Energy Technologies to our former foreign subsidiary, Octillion Technologies
(denominated in Canadian dollars), thereby increasing the intercompany payable on Octillion Technologies‘ balance sheet. As
noted above, Octillion Technologies was dissolved, effective December 1, 2008.

Liquidity and Capital Resources

        The accompanying financial statements have been prepared assuming we will continue as a going concern. We incurred
cumulative losses of $5,663,295 through November 30, 2009. Due to the "start up" nature of our business, our expects to incur
losses as it continues development of its photovoltaic and

                                                                   34
energy harvesting technologies and expands. These conditions raise substantial doubt about our ability to continue as a going
concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional
financing will be necessary. We expect to raise additional funds through private or public equity investment in order to expand
the range and scope of its business operations. We will seek access to private or public equity but there is no assurance that such
additional funds will be available for us to finance our operations on acceptable terms, if at all. If are unable to raise additional
capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty .


        Our principal source of liquidity is cash in the bank. At November 30, 2009, we had a cash and cash equivalents balance
of $2,060,348. We have financed our operations primarily pursuant to a Securities Purchase Agreement in which we received net
proceeds of $3,395,955 in February 2008 and from the exercise of warrants.

         Net cash used in operating activities was $675,873 for the three months ended November 30, 2009, compared to net cash
used of $319,692 in 2008. The increase in cash used of $356,181 substantially reflects increases in amounts paid for investor
relations of approximately $13,700, marketing of $210,600, and research and development of $168,700. Offsetting these
increases is a decrease in the amount paid for wages and benefits during the three months ended November 30, 2009 compared to
2008 of approximately $61,900 substantially as a result of the $50,000 severance payment made to Mr. Nicholas Cucinelli upon
his resignation as our President and Chief Executive Officer and Director, effective October 15, 2008.

Securities Purchase Agreement

        On February 12, 2008, we consummated the sale of an aggregate of 3,675,000 shares of its common stock and Class F
Callable Warrants to purchase up to an additional 3,675,000 shares of our common stock for aggregate gross proceeds of
$3,675,000 pursuant to the terms of a Securities Purchase Agreement dated February 8, 2008 (the ― 2008 Private Placement ‖)
with certain institutional and other accredited investors (the ― Investors ‖).

          We engaged an agent (the ― Agent ‖) to help in the fund raising efforts of the 2008 Private Placement. The agent was paid
a total cash fee of 7% ($257,250) of the aggregate proceeds ($257,250) and received Class F Callable Warrants to purchase
514,500 shares of our common stock valued at $642,980 and representing 7% of the total number of shares purchased by the
Investors. In addition, the Agent was reimbursed $6,045 for expenses incurred on our behalf.

Related Party Transactions

        Wages and benefits

         During the three months ended November 30, 2009 and 2008, we incurred $42,065 and $27,361 in wages and benefits
expense for services rendered by Mr. Meetesh Patel, our President and Chief Executive Officer (the ―CEO‖), Chief Financial
Officer (the ―CFO‖), and Director. Additionally, during the three months ended November 30, 2009, we recorded stock
compensation expense of $182,729 related to the stock option granted to Mr. Patel on June 24, 2009. Pursuant to an Employment
Agreement dated June 24, 2009 with Mr. Patel, the Board approved an annual salary of $150,000 and the grant of a stock option to
purchase up to 2,000,000 shares of our common stock, subject to certain vesting requirements, at an exercise price of $0.52 per
share, the fair market value of our common stock on the date of grant. The fair value of the 2,000,000 stock options granted was
estimated at $0.49 each, for a total of $980,000, using the Black-Scholes Option Pricing Model.

                                                                  35
        On October 15, 2008, Mr. Nicholas Cucinelli resigned as our President and Chief Executive Officer. As a result, the
stock option granted him on February 15, 2008 to purchase 1,250,000 shares of common stock was forfeited pursuant to the terms
of an Employment Termination Agreement between us and Mr. Cucinelli. As a result of Mr. Cucinelli‘s resignation, stock option
compensation expense of $3,573,778 recorded in fiscal year 2008 for Mr. Cucinelli‘s stock option was reversed during the quarter
ended December 31, 2008 and is included in wages and benefits for the year ended August 31, 2009. Pursuant to the terms of Mr.
Cucinelli‘s Employment Termination Agreement, he also received $50,000 severance, which is included in wages and benefits for
the year ended August 31, 2009.

        Upon Mr. Cucinelli‘s resignation, on October 15, 2008, we simultaneously appointed Mr. Meetesh V. Patel as our
President, Chief Executive Officer and Director. Mr. Patel was appointed Chief Financial Officer on January 9, 2009. Pursuant
to an Employment Agreement dated June 24, 2009 with Mr. Patel, the Board approved an annual salary of $150,000 and the grant
of a stock option to purchase up to 2,000,000 shares of our common stock, subject to certain vesting requirements, at an exercise
price of $0.52 per share, the fair market value of our common stock on the date of grant. The fair value of the 2,000,000 stock
options granted was estimated at $0.49 each, for a total of $980,000, using the Black-Scholes Option Pricing Model with the
following weighted average assumptions: dividend yield of 0%, expected volatility of 147.10%, risk-free interest rate of 3.39%,
and expected life of 6.25 years. During the year ended August 31, 2009, we recorded stock compensation of $121,819 related to
the amortization of the stock option granted to Mr. Patel.

        During the three months ended November 30, 2009 and 2008, we incurred $566 and $77,154 in wages and benefits
expense for services rendered by Mr. Cucinelli, our former President and Chief Executive Officer, which includes $50,000
severance pursuant to an Employment Termination Agreement, dated October 15, 2008 between us and Mr. Cucinelli. During the
years ended August 31, 2009 and 2008, we incurred $77,154 and $118,534 in cash wages and benefits expense for services
rendered by Mr. Cucinelli.

       During the year ended August 31, 2009, we incurred $162,638 in cash wages and benefits expense for services rendered
by Mr. Patel. Please refer to “EXECUTIVE COMPENSATION.”

Management fees – related party

        During the three months ended November 30, 2008, we incurred $6,553, including stock compensation of $4,053, for
services rendered by Mr. Frank Fabio, the former consultant CFO. Mr. Fabio resigned as CFO, effective January 9, 2009.

        During the year ended August 31, 2009, we incurred $4,472 for services rendered by Mr. Frank Fabio, our former
consultant Chief Financial Officer Fabio who resigned as CFO, effective January 9, 2009.

        On September 12, 2008, we granted a stock option to our then CFO to purchase, subject to applicable vesting provisions,
50,000 shares of our common stock at an exercise price of $0.78 per share. The fair value of the 50,000 stock options was $35,500
on the date of grant. Under the terms of the stock option agreement, the stock option granted to Mr. Fabio to purchase 50,000
shares of common stock was all forfeited upon his resignation. Accordingly, stock option compensation expense of $4,053
recorded during the quarter ended November 30, 2008 for Mr. Fabio‘s stock option was reversed during the quarter ended
February 28, 2009 with a net $0 impact to the consolidated statement of operations for the year ended August 31, 2009. Please
refer to “EXECUTIVE COMPENSATION.”


                                                               36
Professional fees

        Non-employee Board members receive $2,500 per quarter for services rendered in the capacity of a Board member.

        During the three months ended November 30, 2009, we incurred $16,387, including stock compensation of $8,887, for
services rendered by our non-employee directors, which is included in professional fees.

           During the three months ended November 30, 2008 , we incurred $11,783, including stock compensation of $2,550,
  for services rendered by our non-employee directors, which is included in professional fees.


       During the years ended August 31, 2009 and 2008, we incurred total cash and equity compensation of $75,911 and
$41,525 for services rendered by our non-employee directors, which is included in professional fees.

      During the years ended August 31, 2009 and 2008, we incurred $31,733 and $15,000 for services rendered by our
non-employee directors.

        During the years ended August 31, 2009 and 2008, we recorded stock compensation of $44,178 and $26,525 for stock
options that were previously granted and vest over time.

         On March 10, 2008, we granted a stock option to each of two of our directors permitting each to purchase, subject to
applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $1.66 per share. Each stock option vests
in five equal annual installments of 10,000 options each, commencing on February 8, 2009 and annually thereafter. The stock
options are further subject to the terms and conditions of a stock option agreement between each director and us. Under the terms
of the stock option agreement, the stock option agreement will terminate and there will be no further vesting of stock options
effective as of the date that the director ceases to be one of our directors. Upon termination of such service, the director will have
a specified period of time to exercise vested stock options, if any. The fair value of the aggregate 100,000 stock options granted
was $123,000. During the years ended August 31, 2009 and 2008, we recorded $22,277 and $26,525 as stock compensation
expense related to these stock options.

         On September 9, 2008, we granted a stock option to each of two of our directors permitting each to purchase, subject to
applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.85 per share. Each stock option vests
in five equal annual installments of 10,000 options each, commencing on September 9, 2009, and annually thereafter. The stock
options are further subject to the terms and conditions of a stock option agreement between each director and us. Under the terms
of the stock option agreement, the stock option agreement will terminate and there will be no further vesting of stock options
effective as of the date that the director ceases to beone of our directors. Upon termination of such service, the director will have
a specified period of time to exercise vested stock options, if any. The fair value of the aggregate 100,000 stock options granted
was estimated at $0.77 each, for a total of $77,000. During the year ended August 31, 2009 we recorded $35,163 as stock
compensation expense related to these stock options.

        Stock compensation recorded during the year ended August 31, 2009 includes the reversal of stock compensation expense
of $13,262 recorded in fiscal year 2008 for Mr. Gladwin‘s stock option. On September 9, 2008, Mr. Gladwin resigned from our
Board of Directors. Upon Mr. Gladwin‘s resignation,

                                                                  37
        the stock option granted to him on March 10, 2008 to purchase 50,000 shares of common stock was forfeited.

        During the three months ended November 30, 2009 and 2008, the law firm of Sierchio & Company, LLP (― S&C LLP ‖),
our corporate and securities legal counsel, provided $33,753 and $17,775 of legal services to the Company. Joseph Sierchio, one
of our non-employee directors, is a principal of SG&G LLP. At November 30, 2009, we owed S&C LLP $24,750 which is
included in accounts payable. During the years ended August 31, 2009 and 2008, the law firm S&C LLP provided $102,460 and
$122,464 of legal services to us.

         All related party transactions are recorded at the exchange amount established and agreed to between related parties and
are in the normal course of business.

Other Contractual Obligations

        In addition to the contractual obligations discussed above for the research and development agreements with the USF,
Veryst and Sigma Design, as of November 30, 2009, we have future minimum lease payments of $14,000 under our corporate and
other office operating leases. In addition, we have future minimum payments totaling $19,000 pursuant to the Market Agreement
entered into on October 1, 2008, $6,750 pursuant to a one-year Shareholder Communications Services Agreement entered into on
April 15, 2009, and $45,500 pursuant to a one-year PR Agreement entered into on July 29, 2009.

Off-Balance Sheet Arrangements

        We have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

          In June 2009, the Financial Accounting Standards Board (―FASB‖) issued Statement of Financial Accounting Standard
(―SFAS‖) No. 168, ―The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles, a replacement of FASB Statement No. 162‖ (SFAS 168). This statement modifies the Generally Accepted
Accounting Principles (―GAAP‖) hierarchy by establishing only two levels of GAAP, authoritative and nonauthoritative
accounting literature. Effective July 2009, the FASB Accounting Standards Codification (―ASC‖), also known collectively as the
―Codification,‖ is considered the single source of authoritative U.S. accounting and reporting standards, except for additional
authoritative rules and interpretive releases issued by the SEC. Nonauthoritative guidance and literature would include, among
other things, FASB Concepts Statements, American Institute of Certified Public Accountants Issue Papers and Technical Practice
Aids and accounting textbooks. The Codification was developed to organize GAAP pronouncements by topic so that users can
more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each of which is
identified by a numerical designation. SFAS 168 is effective for interim and annual periods ending after September 15,
2009. We adopted SFAS 168, effective September 1, 2009, the beginning of our first quarter ended November 30, 2009.

        In September 2009, the FASB issued ASC 820-10 Measuring Liabilities at Fair Values (―ASC 820-10‖). ASC 820-10
provides additional guidance on how companies should measure liabilities at fair value. Specifically, the fair value of a liability is
not adjusted to reflect the impact of contractual restrictions that prevent its transfer. We will adopt ASC 820-10 in the second
quarter of fiscal year 2010. We are currently evaluating the impact of ASC 820-10, but we do not expect the adoption to have a
material impact on our financial position, results of operations, and cash flows.


                                                                  38
                                  DESCRIPTION OF OUR BUSINESS AND PROPERTY

        You should rely only on the information contained in this Prospectus or any supplement hereto. We have not
authorized anyone to provide you with different information. If anyone provides you with different information you
should not rely on it. We are not making an offer to sell the shares in any jurisdiction where the offer is not permitted. You
should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the
front cover of this Prospectus regardless of the date of delivery of this Prospectus or any supplement hereto, or the sale of
the shares. Our business, financial condition, results of operations and prospects may have changed since that date.

        We obtained statistical data and certain other industry forecasts used throughout this Prospectus from market
research, publicly available information and industry publications. Industry publications generally state that they obtain
their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of
the information. Similarly, while we believe that the statistical and industry data and forecasts and market research used
herein are reliable, we have not independently verified such data. We have not sought the consent of the sources to refer to
their reports or articles in this Prospectus.

Background

        We were incorporated in the State of Nevada on May 5, 1998, under the name ―Octillion Corp.‖
Since inception, we have been a technology incubator focused on the identification, acquisition, development and eventual
commercialization of emerging technologies initially in the biotech and subsequently in the alternative energy sectors; however,
commencing in August 2007 with the spinoff of our then wholly-owned subsidiary, MicroChannel Technologies Corporation, we
elected to focus all of our resources on alternative energy technologies.

        Accordingly, effective December 2, 2008, we changed our name to ―New Energy Technologies, Inc.‖ so as to more
accurately reflect our focus on alternative energy technologies.

      Our corporate headquarters is located at 3905 National Drive, Suite 110, Burtonsville, Maryland 20866. Our telephone
number is (800) 213-0689.

      We are a development stage technology company, focused on developing next generation alternative energy technologies.
We conduct our current operations through our two wholly-owned subsidiaries:

            .     KEC; and
            .     New Energy Solar

       Our strategy is to develop new technologies and, where warranted, acquire rights to obtain licenses to technologies and
products that are being developed by third parties, primarily universities and government agencies, through sponsored research
and development agreements.

       We are currently focusing our development efforts on two technologies, namely:

            .     MotionPower™ Technology for capturing the kinetic energy of moving vehicles in order to use this captured
                energy to generate clean electricity; and


                                                               39
            .     SolarWindow™ Technology which enables transparent glass windows to generate electricity by coating their
                glass surfaces with the world‘s smallest known solar cells.

        We have filed nine new patent applications for inventions related to our MotionPower™ Technology; and, currently have
two active trademark registrations in progress, ―MotionPower™‖ Technology and ―SolarWindow™‖ Technology. Currently all of
our patent applications are pending. There is no assurance that such patent applications can or will be successfully prosecuted.

       We do not currently have any commercial products and there is no assurance that we will successfully be able to design,
develop manufacture, or sell any commercial products in the future.

         Ultimately, we plan to market MotionPower™ Technology and/or SolarWindow™ Technology products, if any, subject
to receiving any requisite regulatory approvals, through co-marketing, co-promotion, licensing and distribution arrangements with
third party collaborators. The decision as to which method or methods of commercialization we will pursue will depend on
various factors including, but not limited to, our financial resources at the time, manufacturing costs, market acceptance of the
product(s), and competing technologies or products at the time.

         We believe that this approach could provide immediate access to pre-existing distribution channels, therefore potentially
increasing market penetration and commercial acceptance of our products and enabling us to avoid expending significant funds for
development of a large sales and marketing organization. Currently no such products or arrangements exist, nor can we currently
project with any degree of accuracy when, if ever, such products or arrangements may exist. Please refer to ― RISK FACTORS
.‖ If we do not ultimately commercialize products derived from our MotionPower™ Technology and/or SolarWindow™
Technology we will not generate revenues from our operations as currently conducted.

Our MotionPower™ Technology

       We are developing MotionPower™ as a device which captures the kinetic energy of moving vehicles and uses this
captured energy to generate clean electricity.

        All vehicles in motion possess kinetic energy. Kinetic energy refers to the energy of motion, and is best described as the
extra energy an object possesses due to its motion, such as the energy observed when a ball is thrown or kicked or when a cyclist
no longer needs to peddle a bike in order to continue forward motion.

        The amount of kinetic energy a vehicle possesses is based upon the vehicle‘s speed and weight. The faster the vehicle is
moving and the heavier it is, the more kinetic energy it possesses. When a moving vehicle slows down, it wastes some of its
kinetic energy in the process of braking. It is this wasted energy which we are seeking to recapture. Accordingly, for our
MotionPower™ Technology device to effectively harvest a vehicle‘s kinetic energy, the vehicle must be in the process of slowing
down.

       Our MotionPower™ Technology device functions as an energy harvester, and may be considered an ―external
regenerative brake‖ which helps a vehicle slow down. Our MotionPower™ Technology captures and converts the vehicle‘s
wasted kinetic energy into useful electricity rather than allowing that energy be wasted as brake heat.

         Engineers anticipate installing MotionPower™ devices, currently under development, at high traffic locations wherever
vehicles are required to slow down or stop. Everyday millions of vehicles slow

                                                                40
or come to a stop at toll booths, traffic intersections, rest areas, travel plazas, border crossings, neighborhoods with traffic calming
zones, parking sites, and drive-thrus and other roadway points.. We expect to target such locations as possible installation sites for
its MotionPower TM devices.

        To date, we have engineered, designed, and produced several MotionPower™ Technology prototype devices. We have
concluded durability field tests of our MotionPower™-Auto technology for generating electricity from the kinetic energy of
moving vehicles. These field tests were conducted at a BurgerKing® franchise drive-thru in Hillside, New Jersey, the Four
Seasons Hotel in Washington, DC, and the Holiday Inn Express® in Baltimore, Maryland. These tests were undertaken as part of
our ongoing research and development of our MotionPower™ Technology, and were conducted in order to evaluate the
‗real-world‘ functionality of the design, user response, and durability of materials used in the tested prototype. We anticipate
further field tests as development of our MotionPower™ technology is advanced.

Development of Our MotionPower™ Technology

        We are developing our MotionPower™ Technology through KEC, our wholly-owned subsidiary; all of our research,
development and design activities are conducted through contractual arrangements with third party providers. KEC has entered
into a number of consulting agreements with third party engineering firms relating to the development MotionPower™
Technology and the MotionPower™ Technology prototype device, including the following:.

        On November 4, 2008, our wholly-owned subsidiary, KEC, entered into the ― Veryst Agreement with Veryst relating to
the development of a car and truck energy harvester . The Veryst Agreement continues until terminated by either Veryst or
Kinetic Energy. Pursuant to Rule 24b-2 we submitted a request for confidential treatment of certain portions of the Veryst
Agreement, relating to the payment terms, scope of work and the milestone terms of the license agreement under the Veryst
Agreement. Our request was granted on November 25, 2008.

         On September 9, 2009, we entered into an agreement with Veryst whereby Veryst is performing ongoing testing of our
vehicle energy harvester and advancing prototyping. The total cost for such services under this agreement is $44,350.

      Additionally, on September 9, 2009, we entered into an agreement with Veryst, whereby Veryst is developing a
commercial scale truck energy harvester. The total cost for such services under this agreement is $178,500.

       On May 1, 2009, KEC entered into the Initial Sigma Consulting Agreement pursuant to which Sigma Design provides
engineering and product development services relating to the development of technologies for generating electricity from the
motion of cars and trucks. On August 25, 2009, KEC entered into Additional Sigma Consulting Agreement whereby Sigma
Design continues to provide engineering services relating to the development of the MotionPower™ Technology. Each of the
Sigma Design Agreements may be terminated by either Sigma Design or us upon 30 days written notice to the other party.

       We will continue to engage, in the course of our ordinary business operations, independent consultants as required to
advance our research and development of the MotionPower™ Technology and the MotionPower™ Technology prototype device.

Proprietary Assets

        Through KEC we have filed nine (9) Provisional Utility Patent Applications in the U.S. Patent

                                                                   41
and Trademark Office related to its MotionPower™ technology. These confidential applications are directed to devices and
methods for capturing energy from moving vehicles.


         Each of these applications has been filed in the name of the individual inventors. Each of the inventors has assigned and
transferred to KEC the full and exclusive right to these inventions in the United States of America, its territories, dependencies
and possessions and the entire right, title and interest in and to any and all Letters Patent(s) which may be granted therefore in the
United States of America, its territories, dependencies and possessions, and in any and all foreign countries, and to any and all
divisions, reissues, continuations, conversions and extensions thereof for the full term or terms for which the same may be
granted.

How Our MotionPower™ Technology Works

        We are developing two related but separate applications of our MotionPower™ Technology as follows:

        Our MotionPower™-Auto technology is designed to be installed in locations where cars and light trucks are required to
reduce their speed, thus ensuring that the system only makes use of vehicle energy that would be required to slow down and does
not ‗rob‘ vehicles of energy they would otherwise use to accelerate. Drivers pass over the MotionPower™-Auto device, and
mechanically depress levers embedded in the device, which capture the energy of the slowing vehicle; drivers experience a
sensation similar to the feeling of passing over a conventional speed bump, while the kinetic energy captured from the moving
vehicle is creatively converted into electricity, using novel methods currently under ongoing development and refinement by
engineers.

        Our MotionPower™-Heavy technology is designed to generate electricity from the movement of heavy trucks, buses, and
long haul rigs. Engineers envision that the MotionPower™-Heavy device, once developed, could be installed at truck stops,
weigh scales, commercial ports of entry, and shipping sites. Our proprietary MotionPower™-Heavy technology is a fluid-based
system, uniquely capable of drawing energy from vehicles without jarring their payload or creating passenger discomfort. Drivers
pass over the MotionPower™-Heavy device and depress fluid-based systems embedded in the device, which capture the energy of
the slowing vehicle; drivers experience a sensation similar to the feeling of smoothly slowing down when softly applying
conventional brakes, while the kinetic energy captured from the moving vehicle is creatively converted into electricity, using
novel methods currently under ongoing development and refinement by engineers.

         Our MotionPower™-Auto and MotionPower™-Heavy technologies generate electricity by creatively capturing and
converting the vehicles‘ excess kinetic rolling energy. Kinetic energy is present in a moving vehicle, much like the energy present
in a bicycle, which may sometimes continue to ‗roll‘ even though it‘s no longer being peddled by the rider.

         Unlike our MotionPower™ Technology for cars, light trucks, and heavy long-haul vehicles, other efforts to harvest
kinetic energy from vehicles to generate electricity appear primarily directed to heavy trucks only. Additionally, these systems
rely on vehicle weight to depress elaborate piston configurations which hydraulically pump fluids to electrical generators. We
believe these methods are substantially different from our MotionPower™ Technology which makes use of otherwise wasted
kinetic energy when cars and trucks slow down. Unlike these other systems, our MotionPower Technology does not make use of
elaborate piston configurations which require many moving mechanical parts, typically situated beneath slats or plates and
vulnerable to mechanical failure. Accordingly, we do not consider other such technologies to pose a direct competitive threat to
our MotionPower™ Technology.


                                                                  42
Testing of Our MotionPower™ Technology

         We have concluded durability field tests of our MotionPower™-Auto technology for generating electricity from the
kinetic energy of moving vehicles. These field tests were conducted at a BurgerKing® franchise drive-thru in Hillside, New
Jersey, the Four Seasons Hotel in Washington, DC, and the Holiday Inn Express® in Baltimore, Maryland. These tests were
undertaken as part of our ongoing research and development of our MotionPower™ Technology, and were conducted in order to
evaluate the ‗real-world‘ functionality of the design, user response, and durability of materials used in the tested prototype. We
anticipate further field tests as development of our MotionPower™ technology is advanced.

Market Overview of Our MotionPower™ Technology

        We believe that a market opportunity exists for our MotionPower™ technology, capable of capturing the wasted kinetic
energy of moving cars to generate clean electricity. Rising energy costs, increasing electricity consumption, and the need for a
cleaner alternative to today‘s non-renewable energy sources, all contribute to the growing demand for clean, renewable alternative
energy sources.

        Global energy consumption is expected to double from 2003 to 2030, according to the Energy Information Administration
(EIA), and domestic electricity prices have been rising as a consequence of the cost of conventional fuels for electricity generation
and looser pricing caps in some states.

        America is the world‘s largest consumer of electricity, according to the U.S. Energy Information Administration, with
nearly 70% of the nation‘s electricity generated by coal and natural gas. The environmental impact and rising costs of these
non-renewable fuels, along with the potential doubling of global electricity consumption in the coming years, illustrate the need
for more creative, sustainable methods for generating electrical power.

        There are an estimated 251 million registered vehicles in the United States (US Bureau of Transportation Statistics) which,
according to the Environmental Protection Agency, drive more than 6 billion miles every day. We are working towards the
development of MotionPower™ Technology devices which can be installed at various roadway sites where they are able to
harvest the kinetic energy produced by these moving vehicles and use that captured energy in order to generate clean electricity.

         Currently, there are no commercially marketed vehicle energy harvesting devices available for sale in the United States
and there is no formally recognized vehicle energy harvesting industry. It is, therefore, impossible to definitively quantify the
commercial size of the vehicle energy harvesting market. Energy industry analyst, Raghu Das, CEO of IDTechEx, a technology
industry analytics firm, has recently estimated that the global market for energy harvesting technologies will exceed $4 billion by
2019 (Source: Global Market For Energy Harvesting Technologies To Exceed $4B By 2019; Aerospace Online; July 17, 2009) .

Government Regulation of our MotionPower™ Technology

        Our MotionPower™ Technology may be subject to certain government regulations. Our ability to remain viable will
depend on favorable government decisions at various stages of the technology‘s development by various agencies. From time to
time, legislation is introduced that could significantly change the statutory provisions governing our research and development
processes, as well as approval, manufacture and marketing of any products derived from such research and development activities.

        The production, marketing, and installation of our MotionPower™ Technology products,

                                                                 43
currently under development, may be construed by regulatory agencies as a new technology for roadway implementation, which,
accordingly, could be subject to existing safety regulations and may be subject to yet unknown regulations.

        Current safety requirements for electrical products can include, but may not be limited to, Occupational Safety and Health
Administration (OSHA) regulations, National Electrical Code (NEC) as approved as an American National Standard by the
American National Standards Institute (ANSI) or ANSI/NFPA-70, certification by Underwriters Laboratories (UL) and the
Society of Automotive Engineers (SAE), and compliance with local roadway safety legislation. These regulations are subject to
change, and our ability to remain viable is contingent upon successfully satisfying regulatory requirements as stipulated by these
agencies and/or others as the development of our MotionPower™ technology evolves.

Sales and Marketing of Our MotionPower™ Technology

       Ultimately, we plan to market MotionPower™ Technology products, if any, subject to receiving any requisite regulatory
approvals, through co-marketing, co-promotion, licensing and distribution arrangements with third party collaborators. No such
arrangements presently exist. We believe that this approach will both increase market penetration and commercial acceptance of
our products and enable us to avoid expending significant funds to develop a large sales and marketing organization. Please refer
to “RISK FACTORS.”

Competition For Our MotionPower™ Technology

        Currently, there are no commercially marketed vehicle energy harvesting devices available for sale in the United States
and there is no formally recognized vehicle energy harvesting industry. To the best of our knowledge, at current, our
MotionPower™ Technology does not face any substantive, direct competition from any commercially available vehicle energy
harvester.

   We anticipate, however, that competition could grow if first-generation energy harvesting technologies designed to capture
human kinetic energy and other such small-scale devices begin to gain commercial acceptance; such devices could potentially be
re-engineered to capture the kinetic energy of moving vehicles.

        Other than our efforts, there are only two, small, privately-held companies developing vehicle energy harvesters. Unlike
our MotionPower™ Technology for cars, light trucks, and heavy long-haul vehicles, these other technologies appear primarily
directed to heavy trucks only.

        .      AEST Incorporated – is purportedly developing its ―Dragon Power Station‖ technology for installation where heavy
            trucks drive over a series of plates embedded in the roadway. The motion of the plates creates a pumping action of
            hydraulic fluids which subsequently turn a generator, ultimately producing electricity. To-date there is only one
            publicly-disclosed Dragon Power Station installation; and

        .     KinergyPowerUSA – is purportedly developing its ―Energy Carpet‖ technology for installation where heavy trucks
            drive over a series of slats. A number of underlying, interconnected micro- sized pistons pump hydraulic fluids to turn
            a generator, ultimately producing electricity. To- date, there are no publicly-disclosed Energy Carpet installations-

        The foregoing information regarding each of AEST Incorporated and KinergyPower USA was obtained from their
respective web sites.

                                                                44
                 These companies‘ systems rely on vehicle weight to depress elaborate piston configurations which hydraulically
pump fluids to electrical generators. We believe these methods are substantially different from our MotionPower™ Technology
which makes use of otherwise wasted kinetic energy when cars and trucks slow down. Unlike these other systems, our
MotionPower Technology does not make use of elaborate piston configurations which require many moving mechanical parts,
typically situated beneath slats or plates and vulnerable to mechanical failure. Accordingly, we do not consider either company
poses a direct competitive threat to our MotionPower™ Technology.

       Our commercial success will depend on our ability and the ability of our sublicensees, if any, to compete effectively in
product development areas such as, but not limited to, safety, price, marketing and distribution.

        There can be no assurance new competitors will not succeed in developing products that are more effective than our
MotionPower™ Technology, therefore rendering our products, if any, obsolete and non-competitive. Accordingly, in addition to
our product development efforts, we have undertaken a public relations/advertising program designed to establish our ―brand‖
name recognition early on in our corporate development; we intend to continue to develop and market our brand name pending
commercialization of our MotionPower™ Technology products, if ever successfully developed. We believe our strategy
ultimately will facilitate the marketing, distribution and public acceptance of our MotionPower™ Technology products, if and
when safety approvals are received.

        Competition with respect to our technologies is and will be based, among other things, on safety, reliability, availability,
price and patent position. Another important factor will be the timing of market introduction of our competitive products.
Accordingly, the speed with which we can develop our MotionPower™ Technology devices, complete regulatory approval
processes and ultimately supply commercial quantities of products to the market is expected to be an important competitive factor.
Our competitive position will also depend upon our ability to attract and retain qualified personnel, to obtain patent protection or
otherwise develop proprietary products or processes, and to secure sufficient capital resources for the often substantial period
between technology development and commercial sales.

Please refer to “RISK FACTORS.”

Our SolarWindow™ Technology

        We are developing our SolarWindow™ Technology by coating glass surfaces with the world‘s smallest known solar cells
to produce transparent glass windows capable of generating electricity for application in homes, offices, and commercial
buildings.

        America is the world‘s largest consumer of electricity, according to the U.S. Energy Information Administration, with
nearly 70% of the nation‘s electricity generated by coal and natural gas.

 The environmental impact and rising costs of these non-renewable fuels, along with the potential doubling of global electricity
consumption in the coming years, illustrate the need for more creative, sustainable methods for generating electrical power.

Terminated Research Agreements

UIUC Sponsored Research Agreement

       We initiated our efforts to develop a transparent glass window capable of generating electricity by

                                                                 45
layering silicon nanoparticles with photovoltaic properties onto glass substrates by entering on August 25, 2006, through our
wholly-owned subsidiary Sungen, into the UIUC Sponsored Research Agreement with UIUC; the goal of the UIUC Sponsored
Research Agreement was the development of a new patent-pending technology to integrate films of silicon nanoparticle material
on glass substrates, acting as photovoltaic solar cells that have the potential to convert normal home and office glass windows into
ones capable of converting solar energy into electricity, with limited loss of transparency and minimal changes in manufacturing
infrastructure. The UIUC Sponsored Research Agreement was amended on July 23, 2007, so as to require us to provide an
additional $203,617 to the previously amount of $219,201 for a total of $422,818, to UIUC in order to accelerate the development
of the UIUC Silicon Nanoparticle Energy Technology.

         The UIUC Sponsored Research Agreement expired on August 22, 2008. At that time we were of the view that the results
of the research and development activities in connection with the UIUC Silicon Nanoparticle Energy Technology did not warrant
further expenditure of funds .

Oakland Sponsored Research Agreement

       On August 18, 2008, we entered into the Oakland Sponsored Research Agreement with Oakland University to continue
our development of transparent solar glass windows capable of generating electricity. The initial term of the Oakland Sponsored
Research Agreement was two years with an option on our part to terminate the agreement on an earlier date. Researchers at
Oakland University undertook efforts on our behalf to identify new and novel methods to apply silicon nanoparticles with
photovoltaic properties onto glass substrates.

        Pursuant to the terms of the Oakland Sponsored Research Agreement we agreed to advance a total of $348,066 to fund the
research and development activities of which $140,519 was payable on or before September 1, 2008, $127,547 was payable on or
before October 1, 2009 and $80,000 was payable on demand during the contract period for reimbursement of materials provided
by Oakland University. In February 2009, we decided that it was in our best interest not to proceed forward with the Oakland
Sponsored Research Agreement and exercised our right to terminate the Oakland Sponsored Research Agreement. As of the
termination date, only $20,220 of the $140,519 initially advanced to Oakland University had been expended all during the quarter
ended February 28, 2009. The remaining $120,299 was refunded to us in April 2009.

Current Research Agreements

       Our SolarWindow™ Technology research and development efforts are now being conducted pursuant to the USF
Sponsored Research Agreement entered into between our wholly-owned subsidiary New Energy Solar and USF on May 20, 2009.

         Researchers at USF are working to develop our SolarWindow™ Technology which enables transparent glass windows to
generate electricity by coating their glass surfaces with ultra-small, functional solar cells. These solar coatings are less than 1/10th
the thickness of conventional ‗thin‘ films and make use of the world‘s smallest functional solar cells, shown to successfully
produce electricity in a published peer-reviewed study in the Journal of Renewable and Sustainable Energy of the American
Institute of Physics (J. Lewis, J. Zhang and X. Jiang, Journal of Renewable and Sustainable Energy, 1, 1301, January 2009) .

        Our SolarWindow™ Technology, currently under development, makes use of ultra-small solar cells which measure less
than ¼ the size of a grain of rice and are fabricated using environmentally-friendly hydrogen-carbon based materials. These
ultra-small solar cells allow for fabrication of solar

                                                                   46
arrays – a collection of multiple solar cells - on a broad range of substrate materials such as glass, plastic, and even paper. Made of
natural polymers which can be dissolved into liquid for easy application, these ultra-small solar cells do not require expensive and
complicated high-temperature or high-vacuum production techniques common to other solar coatings.

        Currently available solar cells are largely made of silicon wafers, an expensive and brittle material that can limit their
commercial usability. Other newer generation, lower cost flexible thin film solar materials such as amorphous silicon,
copper-indium-gallium-selenide, and cadmium telluride often require high-vacuum and high-temperature production techniques,
and are many times thicker than the ultra-small solar cells used in our SolarWindow™ Technology. This generally limits the
application of such thin films primarily to stainless steel, an expensive substrate material with limited prospects of delivering
transparency.

        Our SolarWindow™ Technology, currently under development, uses an organic solar array which achieves transparency
through the creative use of conducting polymers, naturally occurring materials which conduct electricity and have the same
desirable electrical properties as the world‘s most commercially popular semiconductor, silicon, yet have a better capacity to
‗optically absorb‘ photons from light and generate electricity.

         The optical absorption properties of our SolarWindow‘s™ Technology ultra-small solar cells enables development of an
ultra-thin film, only 1/1000 th the thickness of a human hair, or 1/10 th of a micrometer. Conventional thin films are exponentially
thicker, measuring several micrometers thick and inhibiting transparency. In photovoltaic applications such as see-thru windows,
where transparency is a primary concern, today‘s thin film solar cells simply cannot be utilized to produce a transparent solar
window for application in homes, offices, and commercial buildings.

         Unlike other solar technologies, the ultra-small solar cells exclusive to our SolarWindow™ Technology generate
electricity not only from the visible light spectrum found in sunlight but also by using the visible light found in artificial light,
such as fluorescent lighting typically installed in offices and commercial buildings. Commercially, while the majority of today‘s
solar cells can only be installed where direct sunlight is available, researchers anticipate that our SolarWindow™ Technology
ultra-small solar cells can be installed anywhere that direct sunlight or artificial lighting such as fluorescent systems emit visible
light.

          On June 24, 2009, we announced findings of USF researchers who, in a series of experiments repeatedly tested our
SolarWindow‘s™ Technology ultra-small solar cells on a 1‖x1‖ substrate against today‘s popular solar materials for their capacity
to produce electricity under varying artificial light conditions, mimicking the levels of light exposure in homes and commercial
offices. In every case, these ultra-small solar cells have outperformed all of the conventional materials tested.

       We do not currently have a commercial product and there is no assurance that we will be able to successfully design,
develop, manufacture, or sell any commercial product in the future.

Development of Our SolarWindow™ Technology

         Under terms of the USF Sponsored Research Agreement, we have agreed to provide financial support for the project,
―Semitransparent Flexible Power Foil (SFPF)‖ relating to the development of a prototype flexible semi-transparent organic power
foil (1ft by 1ft dimension) for use as an energy-generating window glass in building-integrated photovoltaic products (the ―USF
Technology‖). Pursuant to Rule 24b-2 we submitted a request for confidential treatment of certain portions of the USF Sponsored
Research Agreement, relating to the payment terms, scope of work under the USF Sponsored Research

                                                                   47
Agreement. Our request was granted on June 11, 2009. Accordingly, these terms of the USF Sponsored Research Agreement have
not been disclosed.

        On May 20, 2009, through our wholly-owned subsidiary, New Energy Solar, entered into the USF Option Agreement with
the University of South Florida Research Foundation, Inc., a corporation not for profit under Chapter 617 Florida Statutes, and a
direct support organization of USF, pursuant to which New Energy Solar has the right to an exclusive option to obtain an
exclusive worldwide commercial license under certain patents relating to the USF Technology. Pursuant to Rule 24b-2 we
submitted a request for confidential treatment of certain portions of the USF Option Agreement, relating to the payment terms,
scope of work under the USF Option Agreement. Our request was granted on June 11, 2009. Accordingly, these terms of the USF
Option Agreement have not been disclosed.

       Our USF SolarWindow™ Technology research is conducted in approximately 1,000 square feet of laboratory facilities
(University of South Florida, Physics Department, SCA 421, 4202 E. Fowler Avenue, Tampa, Florida 33620-5700) provided by
USF under the USF Sponsored Research Agreement. The cost of the facilities is included in the budget under our Sponsored
Research Agreement.

Proprietary Assets

        The SolarWindow™ Technology is subject to a patent application filed by USF (the ―USF Patent Application‖). Our
success is dependent in part on it obtaining, if warranted, an exclusive license from USF to market the SolarWindow™
Technology . The receipt of any such license is contingent on successful early stage research, which we are funding.

         The receipt of an exclusive license to market the SolarWindow™ Technology is also contingent on fulfilling the terms and
conditions set forth in the USF Sponsored Research Agreement. We will need to reach agreement with respect to, among other
things, licensing fees, reimbursement of patents costs, royalty rates, sub-licensing fees, and agreement to USF‘s out-of-pocket
expenses. We may not be successful in negotiating an exclusive license with USF. Failure to obtain an exclusive license, if
warranted, will materially adversely affect our operations.

       If we are successful in negotiating an exclusive license agreement, we may not be able to make required cash payments, if
any, when due or achieve other requirements. If we do not, we will risk the loss of our license and our right to develop and market
products, if any, derived from the SolarWindow™ Technology, the loss of which will have a material adverse effect on the
business and may require us to substantially curtail our operations.

         We may not retain all rights to developments, inventions, patents and other proprietary information resulting from any
collaborative arrangements, whether in effect as of the date hereof or which may be entered into at some future time with third
parties. As a result, we may be required to license such developments, inventions, patents or other proprietary information from
such third parties, possibly at significant cost to us. Our failure to obtain any such licenses could have a material adverse effect on
the business, financial condition and results of our operations. In particular, the failure to obtain a license could prevent us from
using or commercializing our technology.

        Our ability to compete effectively depends in part, on our ability to maintain the proprietary nature of our technologies,
which includes the ability to license patented technology or obtain, protect and enforce new patents on our technology and to
protect our trade secrets. Since we have not yet obtained a license to the SolarWindow™ Technology , it is not clear what rights, if
any, we may have under the USF Patent Application.


                                                                  48
        If we cannot directly pursue others from infringing on the USF Patent Application, it will need to rely on USF, as the case
may be, to do so. USF, as the case may be, may not devote the resources that may be required in any such effort to preclude
others from infringing on their respective patents or other proprietary rights which may be related to the SolarWindow™
Technology . Even if we do obtain a license to the SolarWindow™ Technology , it cannot rely on the USF Patent Application to
provide it with any significant competitive advantage. Others may challenge the USF Patent Application and, as a result, the USF
Patent Application could be narrowed, invalidated or rendered unenforceable. Competitors may develop competitive products that
may be outside the scope of protection, if any, afforded by the USF Patent Application.

        In addition, any future patent applications may not result in the issuance of patents in the United States or foreign
countries. Further, it may take years to obtain the approval (or rejection) of patent applications. The validity or enforceability of a
patent after its issuance by the Patent and Trademark Office can be challenged in litigation. The patents protecting our products
may be infringed or successfully avoided through design innovation. The cost of patent litigation may be substantial. If the
outcome of the litigation is adverse to the owner of the patent, third parties may then be able to use the invention covered by the
patent without payment or permission of the patent owner.

         Until such time as we exercise our right under the USF Option Agreement to exclusively license the technology
underlying the USF Technology from USF, the University of South Florida Research Foundation retains ownership of patents
related to the USF Technology along with future patents which may be filed during the course of developing the USF Technology,
and further retains ownership of products which may be developed from the USF Technology. We have not elected to exercise
our right to license any patents at this time, and there can be no assurance that we will elect to do so in the future.

        The USF Option Agreement is the only agreement currently in effect for in-licensing patents related to our
SolarWindow™ Technology. Pursuant to Rule 24b-2 we submitted a request for confidential treatment of certain portions of the
USF Option Agreement, relating to the payment terms, scope of work under the USF Option Agreement; our request was granted
on June 11, 2009. Accordingly, these terms of the USF Option Agreement have not been disclosed.

Market Overview of Our SolarWindow™ Technology

         We believe that a significant market opportunity exists for our SolarWindow™ Technology, which enables transparent
glass windows to generate electricity by coating their glass surfaces with the world‘s smallest known solar cells. Rising energy
costs, increasing electricity consumption, and the need for a cleaner alternative to today‘s non-renewable energy sources, all
contribute to the growing demand for clean, renewable alternative energy sources.

        Global energy consumption is expected to double from 2003 to 2030, according to the Energy Information Administration
(EIA), and domestic electricity prices have been rising as a consequence of the cost of conventional fuels for electricity generation
and looser pricing caps in some states.

        America is the world‘s largest consumer of electricity, according to the U.S. Energy Information Administration, with
nearly 70% of the nation‘s electricity generated by coal and natural gas. The environmental impact and rising costs of these
non-renewable fuels, along with the potential doubling of global electricity consumption in the coming years, illustrate the need
for more creative, sustainable methods for generating electrical power.




                                                                   49
       We believe that the commercial opportunity to install transparent glass windows capable of generating electricity in homes
and commercial buildings is significant. There are nearly 5 million commercial buildings in America, according to the Energy
Information Administration, and more than 80 million single detached homes.

Government Regulation of Our SolarWindow™ Technology

         Our SolarWindow™ Technology may be subject to certain government regulations. Our ability to remain viable will
depend on favorable government decisions at various stages of the technology‘s development by various agencies. From time to
time, legislation is introduced that could significantly change the statutory provisions governing our research and development
processes, as well as approval of the manufacture and marketing of any products derived from such research and development
activities.

       The production and marketing of our SolarWindow™ Technology products, currently under development, involves the
development and implementation of new technologies which are subject to existing safety regulations and may be subject to yet
unknown regulations.

        Current safety requirements for electrical products can include, but may not be limited to, Occupational Safety and Health
Administration (OSHA) regulations, National Electrical Code (NEC) as approved as an American National Standard by the
American National Standards Institute (ANSI) or ANSI/NFPA-70, certification by Underwriters Laboratories (UL) and the
Society of Automotive Engineers (SAE), and compliance with local building codes. These regulations are subject to change, and
our ability to remain viable is contingent upon successfully satisfying regulatory requirements as stipulated by these agencies
and/or others as the development of our SolarWindow™ technology evolves.

Testing of Our SolarWindow™ Technology

        Researchers at USF set out to determine the performance of our SolarWindow™ technology , currently under
development, against commercially available solar cells when operating under various artificial light conditions. Under all three
simulated, artificial lighting conditions in these test, our solar module outperformed the three commercially-available solar cells
tested.

Sales and Marketing of Our SolarWindow™ Technology

       Ultimately, we plan to market SolarWindow™ products, if any, subject to obtaining regulatory approvals, through
co-marketing, co-promotion, licensing and distribution arrangements with third party collaborators.

 No such arrangements presently exist. We believe that this approach will both increase market penetration and commercial
acceptance of our products and enable us to avoid expending significant funds to develop a large sales and marketing
organization. Please refer to “RISK FACTORS.”

Competition For Our SolarWindow™ Technology

        Competition in the solar-photovoltaics industry is growing. Although we are not aware of other products substantially
similar to our SolarWindow™ Technology product under development, numerous solar cell technologies have been developed, or
are being developed, by a number of companies.

        Such technologies include, but are not necessarily limited to, the use of organic materials, advanced crystalline silicon thin
film concepts, amorphous silicon, cadmium telluride, copper-indium-gallium-selenide (CIGS), titanium dioxide, and copper
indium diselenide, and others. Given the benefit of

                                                                  50
time, investment, and advances in manufacturing technologies, any of these competing technologies may achieve lower
manufacturing costs, superior performance, or greater market acceptance than our SolarWindow™ Technology product, currently
under development.

         We face competition from many companies, major universities and research institutions in the United States and abroad.
Many of our competitors have substantially greater resources, experience in conducting research, obtaining regulatory approvals
for their products, operating experience, research and development and marketing capabilities and production capabilities. We will
face competition from companies marketing existing products or developing new products which may render our technologies
absolute. The description of the products and technologies being developed or marketed by our competitors listed below have
been taken from publicly available documents or reports filed by these companies:

            .      Konarka Technologies, Inc. - is focused on the development and advancement of nano-enabled polymer
                photovoltaic materials that are lightweight, flexible and more versatile than traditional solar materials;
            .      XsunX, Inc. - develops and markets proprietary Thin Film Photovoltaic (TFPV) solar cell designs and core
                solar cell manufacturing systems, enabling licensees to manufacture TFPV solar devices on various substrates;
            .      United Solar Ovonic - uses a unique manufacturing process to produce amorphous-silicon (a-Si) based thin-film
                solar modules; United Solar Ovonic is a wholly owned subsidiary of Energy Conversion Devices, Inc.;
            .      Sharp Corporation - has developed mass-production technology for stacked triple-junction thin-film solar cells
                by turning a conventional two-active-layer structure (amorphous silicon plus microcrystalline silicon) into a
                triple-junction structure with amorphous silicon (two active layers) and microcrystalline silicon (single active
                layer); and
            .      DuPont - is a leading materials supplier to the Photovoltaic (PV) industry, with more than 20 years of
                experience in PV materials development, applications know- how, manufacturing expertise and global market
                access, and offers a broad and growing portfolio of films, resins for encapsulants, encapsulant films, and
                conductive pastes.

       These companies may have numerous competitive advantages, including:

                .     significantly greater name recognition;
                .     established distribution networks;
                .     more advanced technologies and product development;
                .     additional lines of products, and the ability to offer rebates, higher discounts or incentives to gain a
                    competitive advantage;
                .     greater experience in conducting research and development, manufacturing, obtaining regulatory approval
                    for products, and marketing approved products; and
                .     greater financial and human resources for product development, sales and marketing, and patent litigation.

       Our commercial success will depend on our ability and the ability of our sublicensees, if any, to compete effectively in
product development areas such as, but not limited to, safety, price, marketing and distribution.

        There can be no assurance that competitors will not succeed in developing products that are more effective than our
SolarWindow™ technology, therefore rendering our products obsolete and non-competitive. Accordingly, in addition to our
research and development efforts, we have undertaken a

                                                                51
public relations/advertising program designed to establish our ―brand‖ name recognition early on in our corporate development;
we intend to continue to develop and market our brand name pending commercialization of products, if any, we may derive from
our research and development efforts. We believe our strategy ultimately will facilitate the marketing, distribution and public
acceptance of any products we may derive from our research and development efforts if and when regulatory approval is received.

        Competition with respect to our technologies is and will be based, among other things, on safety, reliability, availability,
price and patent position. Another important factor will be the timing of market introduction of our competitive products.
Accordingly, the speed with which we can develop our SolarWindow™ products, complete safety approvals processes and
ultimately supply commercial quantities of the products to the market is expected to be an important competitive factor. Our
competitive position will also depend upon our ability to attract and retain qualified personnel, to obtain patent protection or
otherwise develop proprietary products or processes, and to secure sufficient capital resources for the often substantial period
between technological conception and commercial sales. Please refer to “RISK FACTORS.”

Employees

        As of the date of this Prospectus we only have one employee, our President, Chief Executive Officer, and Chief Financial
Officer, Mr. Meetesh V. Patel. Please refer to “DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.”

Our Office Facilities
        Our corporate office is located at 3905 National Drive, Suite 110, Burtonsville, Maryland 20866. Currently, the offices are
being provided to us on a rent free basis by MVP Law Group, P.A., of which our Chief Executive Officer and President is a
founder and managing attorney. We entered into a one year sublease agreement with MVP Law Group, P.A., effective December
1, 2009, with respect to this office space. We will pay MVP Law Group, P.A. $900 per month for this office space.

        We also maintain an office at 1050 Connecticut Ave NW, 10th Floor, Washington, DC 20036. We have a one year lease,
which began September 22, 2008. The lease automatically renews on the anniversary date but we may terminate by giving written
notice to the landlord not less than ninety (90) days prior to the end of any extension or renewal period. The rent for the office in
Washington, DC is $275 per month plus tax and variable charges. Pursuant to the lease terms we are provided with a bundle of
services including but not limited to reception, phone and mail service for one gross price.

        We also maintain an office at 8875 Hidden River Parkway, Suite 300, Tampa, FL 33637. We have a one year lease, which
began on February 16, 2009. The lease automatically renews on the anniversary date but we may terminate by giving written
notice to Landlord not less than sixty (60) days prior to the expiration of the initial term. The rent for the office in Tampa, FL is
$225 per month plus tax and variable charges. Pursuant to the lease terms we are provided with a bundle of services including but
not limited to reception, phone and mail service for one gross price.

        We believe that our office facilities are sufficient and adequate for our purposes given our present staff and research
objectives.


                                                                  52
                     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

        The following table sets forth the names and ages of all of our directors and executive officers. We have a board of
directors comprised of four members. Each director holds office until a successor is duly elected or appointed. Executive officers
serve at the discretion of the Board of Directors and are appointed by the Board of Directors. Also provided herein are brief
descriptions of the business experience of each of the directors and officers during the past five years, and an indication of
directorships held by each directors in other companies subject to the reporting requirements under the Federal securities law. As
of the date of this Prospectus, the members of our board of directors and our executive officers were as follows:

Name                             Age          Position                                                    Held Position Since

Meetesh V. Patel                 38           President, Chief Executive Officer, Chief Financial Officer, September 19, 2008 (director)
                                              and Director                                                 October 15, 2008 (President,
                                                                                                           Chief Executive Officer) January
                                                                                                           9, 2009 (Chief Financial Officer)
Alastair Livesey                 51           Director                                                     September 19, 2007

Joseph Sierchio                  60           Director                                                    July 24, 2008

Jatinder S. Bhogal               43           Director                                                    September 9, 2008


Resignations and Appointments - Fiscal Year 2009

   The following persons resigned their positions with us on the date set forth opposite their respective names on the table set
forth below:

                     Name
                                                Former Position(s) With Us                Commenced On                 Resigned On
Nicholas Cucinelli          President, Chief Executive Officer, and Director             September 10, 2007           October 15, 2008

Thomas Gladwin              Director                                                     September 12, 2007 September 9, 2008
Harmel Rayat                Chief Financial Officer, Secretary, Treasurer, and           September 8, 2006 September 12, 2008
                            Director
Frank J. Fabio              Chief Financial Officer, Secretary, and Treasurer            September 12, 2008            January 9, 2009

Resignations and Appointments - Fiscal Years 2008 and 2007

        Ms. Terri DuMoulin resigned her position as our President, Chief Executive Officer, Chief Financial Officer, and
Principal Accounting Officer on March 8, 2007.

        Dr. Kaiyo Nedd, Ms. Patti-Ann Hiranandani and Mr. Tareq Ghazaleh resigned their respective positions as directors on
October 1, 2007.

Biographical Information

         Set forth below are the names of all of our directors and executive officers serving as such during

                                                                    53
our current fiscal year and our fiscal year ended August 31, 2009, all positions and offices with held with us by each person, the
period during which each has served as such, and the principal occupations and employment of such persons during at least the
last five years:

Current Directors and Officers

         Meetesh V. Patel. Mr. Patel completed his Bachelor of Arts Degree in Government and Politics with an emphasis in
International Relations from the University of Maryland, College Park in 1997, and earned his law degree from American
University, Washington College of Law, Washington, D.C. in 2000. Mr. Patel is a member of the Maryland State Bar and the
District of Columbia Bar. Mr. Patel is the founder and managing attorney of the MVP Law Group, P.A., an innovative e-law firm
that represents businesses within the United States and throughout the world. Mr. Patel has been managing the MVP Law Group
since its inception in April 2003 to present. Since August 5, 2008, Mr. Patel also has served as the President, Chief Executive
Officer and a Director of Microchannel Technologies Corporation.

        Alastair Livesey. Dr. Livesey earned his Bachelor's degree (B.A.) in Science from the University of Cambridge in 1979,
followed by an MA and Ph.D. in materials science from the Cavendish Physics Laboratory at the University of Cambridge in 1982
and 1984 respectively. From May 2001 to July 2007, Dr. Livesey was employed by Energy Conversion Devices, Inc. During his
tenure at Energy Conversion Devices, Dr. Livesey held several positions, including Director of Integrated Hydrogen Energy
Systems, Head of New Business Development and Strategic Planning, and Director, Cognitive Computer Business Development
and Architecture Design. In these roles, he led projects involving product development and commercialization, strategic and
business planning, new business development, joint venture partnerships, financing, human resources, information technology,
and public relations across a diverse range of technologies including hydrogen storage, thin-film solar cells, advanced batteries,
and fuel cells. From August 2007 to the present, Dr. Livesey has worked as an independent consultant in the alternative and
renewable energy field. Dr. Livesey joined us as a Director on September 19, 2007. In September, 2008, Dr. Livesey was
appointed as the Operations Director of Diverse Energy Ltd, a UK firm developing and assembling fuel cell power plants to
replace diesel generators.

        Jatinder S. Bhogal. Since December 1993, Mr. Bhogal has worked as a business consultant to emerging growth
companies. For more than 15 years, Mr. Bhogal has provided early business development guidance and consulting on a contract
basis to companies developing healthcare services, medical devices, pharmaceuticals and vaccines, solar-photovoltaics, biofuels,
and information technology solutions. Mr. Bhogal is also a Director of HepaLife Technologies, Inc. and International Energy, Inc.

        Joseph Sierchio. Mr. Sierchio earned his Doctor of Law degree at Cornell University Law School in 1974, and a Bachelor
of Arts degree, with Highest Distinction in Economics, from Rutgers College at Rutgers University, in 1971. Mr. Sierchio has
been engaged in the practice of law as a member of Sierchio & Company, LLP since May of 2007. Mr. Sierchio was engaged in
the practice of law as a member of Sierchio Greco & Greco, LLP from January 2003 through May of 2007. Since 1975, Mr.
Sierchio has continuously practiced corporate and securities law in New York City, representing and offering counsel to domestic
and foreign corporations, investors, entrepreneurs, and public and private companies in the United States, Canada, United
Kingdom, Germany, Italy, Switzerland, Australia, and Hong Kong. Mr. Sierchio is admitted in all New York state courts and
federal courts in the Eastern, Northern, and Southern Districts of the State of New York as well as the federal Court of Appeals for
the Second Circuit. Mr. Sierchio is also a member of Sierchio & Company, LLP, counsel to the Company. Mr. Sierchio is also a
Director of HepaLife Technologies, Inc.


                                                                 54
Directors and Officers Who Resigned During Our Fiscal Year Ended August 31, 2009

         Nicholas Cucinelli . Mr. Cucinelli earned his Bachelor‘s degree in Science from the United States Coast Guard Academy
1995. From September 2002 to August 2005, Mr. Cucinelli was a graduate student (MS & MBA) at the University of Michigan.
Concurrent with his studies at the University of Michigan, Mr. Cucinelli was: a Graduate Student Research Assistant for, and a
founding member of, the University‘s ―Sustainable Mobility and Accessibility Research & Transformation project‖ (January 2003
– April 2004); involuntarily recalled from the U.S. Coast Guard Reserve to active duty in support of Operation Neptune Shield
(March 2003 – September 2003); a strategy consultant to the non-profit Carbon Disclosure Project (March – April 2004);
employed full-time as an MBA intern within the Corporate Governance Division at Ford Motor Company (May – August 2004);
and a member of a strategy consulting team for the Future Fuels Team within BP, plc. (October 2004 –August 2005). From
September 2005 to June 2007, Mr. Cucinelli was employed by Energy Conversion Devices, Inc., where he held the position of
Senior Business Development Specialist and facilitated the commercialization of solar photovoltaic, advanced battery, fuel cell,
solid-state hydrogen storage, and next generation information technologies. On June 1 st , 2007, Mr. Cucinelli was honorably
discharged from the U.S. Coast Guard Reserve after completing nearly 16 years of Federal service. From June to September 2007,
Mr. Cucinelli was employed by ENER subsidiary, United Solar Ovonic LLC, where he held the position of Manager, Federal and
Military Sales.

        Harmel S. Rayat . Since January 2002, Mr. Rayat has been president of Montgomery Asset Management Corporation, a
privately held firm providing financial and management consulting services to emerging growth corporations. During the past five
years, Mr. Rayat also has served, at various times, as a director, executive officer and majority shareholder of a number of
publicly traded and privately held corporations, including, MicroChannel Technologies Corporation, PhytoMedical Technologies,
Inc, HepaLife Technologies, Inc., Entheos Technologies, Inc., and International Energy, Inc. As of September 2008, Mr. Rayat no
longer serves as a director or officer of any of the foregoing publicly traded companies.

        Thomas Gladwin. Dr. Gladwin earned his Bachelor‘s degree in Science from the University of Delaware in 1970, an
MBA from the University of Michigan in 1971, and a Ph.D. in International Business and Natural Resource Policy from the
University of Michigan in 1975. From September 1998 to the present, Dr. Gladwin has held tenure as the Max McGraw Professor
of Sustainable Enterprise at The University of Michigan, jointly appointed in the University‘s Stephen M. Ross School of
Business and the School of Natural Resources and Environment. In this role he serves as Co-Director of the Erb Institute for
Global Sustainable Enterprise at The University of Michigan and co-directs the University‘s ―Sustainable Mobility and
Accessibility Research & Transformation‖ [SMART]. Dr. Gladwin also serves as a Core Faculty Member in the HRH The Prince
of Wales' Business & the Environment Programme and is engaged in business consulting. Dr. Gladwin serves on the Board of
Directors of SustainAbility Ltd. and Trillium Asset Management Corporation.

        Frank J. Fabio. Mr. Fabio received a BBA in Accounting from Pace University in June 1973; has been a Certified Public
Accountant since 1976; and received an MS in Taxation from Long Island University in June 1989. From June 1973 to 1980, Mr.
Fabio was employed by Ernst & Ernst, attaining the position of Manager. Since 1980 Mr. Fabio has maintained his private
practice of accountancy in New York.

        All of our directors and officers are elected annually to serve for one year or until their successors are duly elected and
qualified.


                                                                  55
Family Relationships and Other Matters

        There are no family relationships among or between any of our officers and directors.

Legal Proceedings

        During the past five years none of our directors, executive officers, promoters or control persons has been:

    .     the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or
        executive officer either at the time of the bankruptcy or within two years prior to that time;
    .     convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other
        minor offenses);
    .     subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent
        jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type
        of business, securities or banking activities; or
    .     found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading
        Commission to have violated a federal or state securities or commodities law.

Compensation of Non-Employee Directors

      Our Board of Directors determines the non-employee directors‘ compensation for serving on the Board and its
committees. In establishing director compensation, the Board is guided by the following goals:
           .      Compensation should consist of a combination of cash and equity awards that are designed to fairly pay the
                directors for work required for a company of our size and scope;
           .      Compensation should align the directors‘ interests with the long-term interests of stockholders; and,
           .      Compensation should assist with attracting and retaining qualified directors.

        We do not pay director compensation to directors who are also employees. All non-employee directors are paid a
director‘s fee in the amount of $2,500 per quarter. Directors are entitled to participate in, and have been issued options under, our
2006 Stock Plan. We also reimburse directors for any actual expenses incurred to attend meetings of the Board.

        The following table reports all compensation we paid to non-employee directors during the fiscal year ended August 31,
2009:

                                                              Fees Earned
                                                               or Paid in          Stock Awards
              Name                                             Cash ($) (1)            ($) (2)            Total ($)

              Alastair Livesey (3)                        $          10,000    $           22,277     $         32,277
              Thomas Gladwin (3)                                          --             (13,262)             (13,262)
              Jatinder Bhogal (4)                                    10,000                17,582               27,582
              Joseph Sierchio (4)                                    10,833                17,581               28,414
              Tim Ellison                                               900                     --                 900
                  Total Director compensation             $          31,733    $           44,178     $         75,911


                                                                    56
(1) The amounts in this column represent the quarterly cash meeting fee earned by or paid to our non-employee directors for service during the
fiscal year ended August 31, 2009. Non-employee directors receive quarterly cash compensation of $2,500.

(2) This column reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended August 31, 2009 in
accordance with ASC 123R for stock option awards. For information regarding significant factors, assumptions and methodologies used in
determining the fair value of our stock options please refer to the footnotes to the Financial Statements appearing elsewhere in this Prospectus.

(3) On March 10, 2008, we granted a stock option to purchase 50,000 shares of common stock to each of Mr. Livesey and Mr. Gladwin at an
exercise price of $1.66 per share. The stock options are further subject to the terms and conditions of a stock option agreement between each
director and us. Under the terms of the stock option agreement, the stock option agreement will terminate and there will be no further vesting
of stock options effective as of the date that the director ceases to be one of our directors. Upon termination of such service, the director will
have a specified period of time to exercise vested stock options, if any. The fair value of the aggregate 100,000 stock options granted was
estimated at $1.23 each, for a total of $123,000, using the Black-Scholes Option Pricing Model with the following weighted average
assumptions: dividend yield of 0%, expected volatility of 164.88%, risk-free interest rates of 2.37%, and expected lives of 5 years.

   On September 9, 2008, Mr. Gladwin resigned from our Board of Directors. As a result, the stock option granted to Mr. Gladwin on March
10, 2008 to purchase 50,000 shares of common stock were all forfeited upon his resignation. Pursuant to Mr. Gladwin‘s resignation, the stock
option compensation expense of $13,262 recorded in fiscal year 2008 for Mr. Gladwin‘s stock option was reversed during the year ended
August 31, 2009.

(4) On September 9, 2008, we granted a stock option to each of Mr. Bhogal and Mr. Sierchio permitting each to purchase, subject to applicable
vesting provisions, 50,000 shares of our common stock at an exercise price of $0.85 per share. Each stock option vests in five equal annual
installments of 10,000 options each, commencing on September 9, 2009, and annually thereafter. The stock options are further subject to the
terms and conditions of a stock option agreement between each director and us. Under the terms of the stock option agreement, the stock
option agreement will terminate and there will be no further vesting of stock options effective as of the date that the director ceases to be one of
our directors. Upon termination of such service, the director will have a specified period of time to exercise vested stock options, if any. The
fair value of the aggregate 100,000 stock options granted was estimated at $0.77 each, for a total of $77,000, using the Black-Scholes Option
Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 126.74%, risk-free interest rate of
3.21%, and expected lives of 6.5 years.

        On December 15, 2009, we granted a stock option to each of our three of non-employee directors permitting each to
purchase, subject to applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.44 per share, the
fair market value of our common stock on the date of grant. Each stock option expires five years from the date of grant, on
December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as to 15,000 shares on December 16,
2010; and (c) as to 15,000 shares on December 16, 2011. The stock options are further subject to the terms and conditions of a
stock option agreement between each director and us. Under the terms of the stock option agreement, the stock option agreement
will terminate and there will be no further vesting of stock options effective as of the date that the director ceases to be one of our
directors. Upon termination of such service, the director will have a specified period of time to exercise vested stock options, if
any.

Committees of the Board of Directors

        We do not currently have any standing committees of the Board of Directors. The full Board is responsible for performing
the functions of: (i) the Audit Committee, (ii) the Compensation Committee and (iii) the Nominating Committee.


                                                                        57
Corporate Governance

          We have adopted Corporate Governance Guidelines applicable to our Board of Directors.

Code of Ethics

        We have adopted a Code of Ethics that applies to all of our officers, directors and employees, including our senior
financial officer and Chief Executive Officer, which complies with the requirements of the Sarbanes-Oxley Act of 2002 and
NASD listing standards. Accordingly, the Code of Ethics is designed to deter wrongdoing, and to promote, among other things,
honest and ethical conduct, full, timely, accurate and clear public disclosures, compliance with all applicable laws, rules and
regulations, the prompt internal reporting of violations of the Code of Ethics, and accountability.


Director Independence

        After considering all of the relevant facts and circumstances, our Board of Directors has determined that each of Messrs.
Livesey and Sierchio are independent from our management and qualify as ―independent directors‖ under the standards of
independence under the applicable National Association of Securities Dealers listing standards. This means that, in the judgment
of the Board of Directors, none of those directors (1) is one of our (or our subsidiaries) officers or employees or (2) has any direct
or indirect relationship with us that would interfere with the exercise of his independent judgment in carrying out the
responsibilities of a director.

                                                           EXECUTIVE COMPENSATION

                                                      SUMMARY COMPENSATION TABLE

       The following table summarizes the compensation earned by the Named Executive Officers during the fiscal years ended
August 31, 2009, 2008 and 2007.


                                                                                  Option Awards ($) (6)                                Total ($)
         Name and Principal Position
                                                 Year Ended     Salary ($)                                All Other Compensation($)
                                                 August 31,
 Meetesh V. Patel (1) ,
    President, Chief Executive Officer, Chief       2009        $149,438                $121,819                  $13,200 (5)          $284,457
 Financial Officer, and Director
                                                    2008            -                       -                          -                   -
                                                    2007            -                       -                          -                   -
 Nicholas Cucinelli (2) ,
    Former President, Chief Executive Officer       2009         73,298                (3,573,778)                 3,856 (5)          (3,496,624)
 and Director
                                                    2008         96,250                 3,573,778                 22,284 (5)          3,692,312
                                                    2007            -                       -                          -                   -

 Frank J. Fabio (3) ,                               2009          4,472                     -                          -                4,472
    Former Chief Financial Officer, Secretary
 and Treasurer
                                                    2008            -                       -                          -                   -
                                                    2007            -                       -                          -                   -

 Harmel S. Rayat (4) ,                              2009            -                       -                                              -
    Former Chief Financial Officer, Secretary,
 Treasurer and Director
                                                    2008            -                       -                                              -
                                                    2007            -                       -                                              -


                                                                             58
(1)     On June 24, 2009 we entered into an employment agreement (the ―Employment Agreement‖) with Mr. Meetesh V. Patel, our Chief
      Executive Officer, President and Chief Financial Officer. Mr. Patel is also one of our directors.

      Pursuant to the terms of the Employment Agreement, Mr. Patel has agreed to continue to serve as Chief Executive Officer, President and
      Chief Financial Officer and in consideration thereof he will be:
                paid an aggregate annual salary of $150,000 payable in 24 equal bimonthly installments of $6,250;
                paid a stipend of $1,200 per month, beginning October 15, 2008, the date he was appointed President and Chief Executive
               Officer and continuing the duration of the term of the Employment Agreement to cover medical insurance premiums until such
               time as we can provide an alternative medical insurance plan; and
                reimbursed for reasonable travel and other out-of-pocket expenses necessarily incurred in the performance of his duties.

      The Employment Agreement provides that Mr. Patel‘s employment by us is ―at-will employment‖ and may be terminated by Mr. Patel or
      us at any time, with or without cause, and for any reason whatsoever, upon written notice to the other. In the event of the termination of
      Mr. Patel‘s employment by us or by Mr. Patel for any reason whatsoever, then as of the date of the termination of such employment as set
      forth in the applicable notice thereof Mr. Patel shall no longer be entitled to (i) any salary compensation, (ii) reimbursement of expenses
      (except for expenses incurred by Mr. Patel and approved by us prior to the date of such termination), and (iii) any and all unexercised
      Options shall expire and shall no longer be exercisable as of the date of termination of the Employment Agreement, and, except for
      obligations expressly stated to survive the termination of the Employment Agreement neither party hereto shall have any further rights or
      obligations to the other thereunder.

      Pursuant to the Employment Agreement, Mr. Patel has also been granted options (collectively, the ―Option‖) to purchase up to an
      aggregate of 2,000,000 shares of our common stock at an exercise price of $0.52 per share, the closing price of our common stock on the
      date of the execution and delivery of the employment agreement. The stock option expires 10 years from the date of grant, on June 23,
      2019. The terms and conditions of the Option are set forth in an Option Agreement dated June 24, 2009 between us and Mr. Patel (the
      ―Option Agreement‖). Subject to the restrictions and earlier termination provisions set forth in the Option Agreement, the Option vests as
      follows:

      1. as to 500,000 shares when, to the Board‘s satisfaction, all of the following items related the development, production, manufacturing,
      and sale any of commercially viable product have been successfully executed: (A) completion of final design and/or engineering; (B) the
      establishment of manufacturing facilities, whether in-house or outsourced; and (C) the initial filing of any product safety approval
      applications, if required, in order to allow for the commercial sale of products by us;

      2. as to 500,000 shares upon commencing commercial sales of any of our products, as reported in our financial statements, whether to
      retail customers or wholesale customers;

      3. as to 500,000 shares upon achieving $1,000,000 in total cumulative commercial sales of our products during any six-month period of
      a fiscal year, as reported in our financial statements

      4. as to 500,000 shares when, to the Board‘s satisfaction, we enter into a favorable business partnership with a third-party commercial
      organization in the industry segment related to our product development and sales efforts, under any of the following conditions:


      (a) a product development relationship whereby the third-party partner makes a significant financial
                                                                       59
      investment, as determined at the Board‘s discretion, directed towards the development of our products; or



      (b) a product development relationship whereby the third-party partner invests significant research and
      development resources, as determined at the Board‘s discretion, directed towards the development of
      our products; or



      (c) a strategic partnership with the third-party partner where, as determined at the Board‘s discretion, such a
      partnership provides significant business advantages to us which it would otherwise not have, whether related to
      product development, commercial sales, industry position, or business reputation.

      5. as to all 2,000,000 shares if and when one of our technologies or products is acquired on favorable terms, as determined at the
      Board‘s discretion, by a third party at a price that has been approved by shareholders and the Board, or when we or any of our subsidiaries
      is acquired on favorable terms us, as determined at the Board‘s discretion, by a third party at a price that has been approved by
      shareholders and the Board.

      The fair value of the 2,000,000 options granted was estimated at $980,000 on the date of grant, using the Black-Scholes Option Pricing
      Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 147.10%, risk-free interest rates of
      3.39%, and expected life of 6.25 years.

(2)      In September 2007, we appointed Mr. Nicholas Cucinelli to the positions of President and Chief Executive Officer. Pursuant to an
      Employment Agreement, the Board approved an annual salary of $105,000, a $2,000 reimbursement for relocation related expenses, and a
      stock option to purchase up to 1,500,000 shares of our common stock at an exercise price of $4.21 per share.

      On February 15, 2008, we cancelled the stock option granted to Mr. Cucinelli in September 2007 for 1,500,000 stock options and
      simultaneously entered into a 10 year stock option agreement with Mr. Cucinelli for the purchase of 1,250,000 shares of our common stock
      at an exercise price of $1.66 per share. The cancellation and re-issuance was accounted for as a modification of the originally issued stock
      option, resulting in a total adjusted fair value of $6,895,000 which was being recognized over the requisite service period.

      On October 15, 2008, Mr. Nicholas Cucinelli resigned from the positions of President and Chief Executive Officer and Director. As a
      result, the stock option granted to Mr. Cucinelli on February 15, 2008 to purchase 1,250,000 shares of common stock were all forfeited
      pursuant to the terms of an Employment Termination Agreement dated October 15, 2008 between us and Mr. Cucinelli. Pursuant to Mr.
      Cucinelli‘s resignation, the stock option compensation expense of $3,573,778 recorded in fiscal year 2008 for Mr. Cucinelli‘s stock option
      was reversed during the quarter ended November 30, 2008 and is included in wages and benefits for the year ended August 31, 2009.

(3)     On September 12, 2008, we appointed Mr. Frank Fabio to the positions of Chief Financial Officer, Secretary and Treasurer. Mr. Fabio
      resigned from all positions with us, effective January 9, 2009.

      On September 12, 2008, we granted a stock option to Mr. Fabio to purchase, subject to applicable vesting provisions, 50,000 shares of our
      common stock at an exercise price of $0.78 per share. The fair value of the 50,000 stock options was $35,500 on the date of grant. Under
      the terms of the stock option agreement, the stock option granted to Mr. Fabio to purchase 50,000 shares of common stock was all forfeited
      upon his resignation. Accordingly, stock option compensation expense of $4,053 recorded during the quarter ended November 30, 2008
      for Mr. Fabio‘s stock option was reversed during the quarter ended February 28, 2009 with a net $0 impact to the consolidated statement of
      operations for the year ended August 31, 2009.

(4)      Mr. Rayat resigned as Chief Financial Officer, Secretary, Treasurer and Director, effective September 12, 2008. Mr. Rayat provided
      services to us for no compensation.

(5)      Represents amounts paid for medical insurance.

(6)      This column reflects the dollar amount recognized for financial statement reporting purposes in accordance with

                                                                        60
applicable SEC rules and guidance and ASC 123R for stock options and warrants, which may include amounts from awards made in and prior
    to the years shown. For information regarding significant factors, assumptions and methodologies used in determining the fair value of
    our options and warrants, see Note 9. ―Stock Options‖ to the Audited Consolidated Financial Statements included in this Prospectus.


Employee Directors

        Employee directors do not receive compensation in addition to their annual salaries and bonuses, if any, for services
provided as a director. Non-employee directors receive $2,500 per quarter for services rendered as one of our directors.

        During the year ended August 31, 2007, the president and directors provided services to us for no compensation.

Grants of Plan-Based Awards

         The following table sets forth information regarding stock options granted to our Named Executive Officers during the
fiscal year ended August 31, 2009. We do not have any non-equity incentive plans and has therefore omitted the corresponding
columns.

                                              All Other Option Awards:
                                                Number of Securities          Exercise or Base Price of     Grant Date Fair Value of Stock
                                                 Underlying Options               Option Awards                  and Option Awards
           Name               Grant Date                ($/Sh)                         ($/Sh)                           ($) (2)

Meetesh V. Patel (1)            6/24/09                2,000,000                          0.52                           980,000

(1) On June 24, 2009 we entered into an employment agreement (the ―Employment Agreement‖) with Mr. Meetesh V. Patel, our Chief
Executive Officer, President and Chief Financial Officer. Mr. Patel is also one of our directors. For the terms of the Employment Agreement,
please refer to footnote (1) to the Summary Compensation Table in EXECUTIVE COMPENSATION above.

           On December 15, 2009, we granted a stock option to Mr. Meetesh Patel, our President and Chief Executive Officer
  permitting Mr. Patel to purchase up to 250,000 shares of our common stock at an exercise price of $0.44 per share, the fair
  market value of our common stock on the date of grant. The fair market value of our common stock is the closing price of the
  common stock as quoted on the OTCBB on December 15, 2009 or, if our common stock is not traded on the date of grant, the
  first day of active trading following the date of grant. The stock option granted to Mr. Patel is fully vested and exercisable
  upon grant and expires five years from the grant date, on December 15, 2014.

Outstanding Equity Awards at Fiscal Year-End August 31, 2009

  The following table sets forth information regarding equity awards that have been previously awarded to each of the Named
Executives and which remained outstanding as of August 31, 2009.


                                                                     61
                                  Option Awards                  Option Awards
                                Number of Securities           Number of Securities
                               Underlying Unexercised         Underlying Unexercised          Option Exercise
           Name                     Options (#)                    Options (#)                   Price ($)          Option Expiration Date
                                    Exercisable                   Unexercisable


 Meetesh V. Patel (1)                      -                          2,000,000                      0.52                  6/23/2019


(1)        On June 24, 2009 we entered into an employment agreement (the ―Employment Agreement‖) with Mr. Meetesh V. Patel, our Chief
Executive Officer, President and Chief Financial Officer. Mr. Patel is also one of our directors. For the terms of the Employment Agreement,
please refer to footnote (1) to the Summary Compensation table in EXECUTIVE COMPENSATION above.

Options Vested and Exercised

       During the three month period ended November 30, 2009 and fiscal year ended August 31, 2009 none of the Named
Executives exercised any stock options and none of the stock options vested.

Changes in Control

        There are no understandings or agreements known by management at this time which would result in a change in control.

         As our business develops, we anticipate that our compensation program will expand to include bonuses for other
employees and awards of equity compensation. We believe that a combination of cash and common stock or options will allow us
to attract and retain the services of the individuals who will help us achieve our business objectives, thereby increasing value for
our shareholders.

         In setting the compensation for our officers, our board of directors looked primarily at the stage of our business operations
and our ability to pay our executives. As our operations develop, we expect that executive compensation will be determined by
reviewing the person‘s responsibilities, salaries paid to others in businesses comparable to ours, the person‘s experience and our
ability to replace the individual should the need arise.

                  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information with respect to the beneficial ownership of our common stock as of
December 31, 2009 by (i) each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our
common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our directors and executive
officers as a group.

        Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares.

                                                                     62
                                                                                                 Number of Shares
                                                                                                 of Common Stock
                                                                                                 Beneficially Owned                 Percent
 Name and Address of Beneficial Owner                  Positions and Offices Held                        (1)                       of Class(1)
1420525 Alberta Ltd. (2) .
C/o Harmel S. Rayat
                                                    Stockholder                                      25,099,600 (2)                 42.83 %
216 – 1628 West 1 st Avenue
Vancouver, BC V6J 1G1
 Jatinder Bhogal                                      Director                                          30,000 (3)                     *%
 3905 National Drive, Suite 110
 Burtonsville, MD 20866


Alastair Livesey
3905 National Drive, Suite 110
                                                    Director                                           30,000 (3)                     *%
Burtonsville, MD 20866

 Joseph Sierchio                                      Director                                          80,000 (4)                     *%
 430 Park Avenue, Suite 702
 New York, NY 10022

 Meetesh Patel                                        President, Chief Executive                        250,000 (5)                    *%
 3905 National Drive, Suite 110                       Officer, Chief Financial Officer,
 Burtonsville, MD 20866                               and Director

 All Directors and Officers as a Group                                                                  390,000 (6)                    *%
 (4 persons)

* less than 1%

(1)    Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 58,600,600 shares of Common
Stock issued and outstanding as of December 31, 2009. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to
options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number
and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other
person listed.

(2)     1420525 Alberta Ltd., is a private Alberta corporation wholly owned by Mr. Harmel Rayat, a former officer, director, and controlling
stockholder. In such capacity Mr. Rayat may be deemed to have beneficial ownership of these shares.

(3)     Represents stock options to purchase 30,000 shares of our common stock.

(4)     Includes warrants to purchase 25,000 shares of our common stock and stock options to purchase 30,000 shares of our common stock.

(5)      Represents stock options to purchase 250,000 shares of our common stock

(6)        Assumes exercise of all warrants and options exercisable within 60 days that are owned by all officers and directors.


                                  TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
                                          AND CERTAIN CONTROL PERSONS

        We do not have a formal written policy for the review and approval of transactions with related parties. However, our
Code of Ethics and Corporate Governance Principles require actual or potential conflict of interest to be reported to the Chairman
of the Board. Our employees are expected to disclose

                                                                      63
personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities
and obligations to us. If any actual or potential conflict of interest is reported, our entire Board of Directors and outside legal
counsel annually review all transactions and relationships disclosed and the board makes a formal determination regarding each
director's independence. If the transaction is deemed to present a conflict of interest, the Board of Directors will determine the
appropriate action to be taken.

        Wages and benefits

         During the three months ended November 30, 2009 and 2008, we incurred $42,065 and $27,361 in wages and benefits
expense for services rendered by Mr. Meetesh Patel, our President and Chief Executive Officer, Chief Financial Officer, and
Director. Additionally, during the three months ended November 30, 2009, we recorded stock compensation expense of $182,729
related to the stock option granted to Mr. Patel on June 24, 2009. Pursuant to an Employment Agreement dated June 24, 2009
with Mr. Patel, the Board approved an annual salary of $150,000 and the grant of a stock option to purchase up to 2,000,000
shares of our common stock, subject to certain vesting requirements, at an exercise price of $0.52 per share, the fair market value
of our common stock on the date of grant. The fair value of the 2,000,000 stock options granted was estimated at $0.49 each, for
a total of $980,000, using the Black-Scholes Option Pricing Model.

        On October 15, 2008, Mr. Nicholas Cucinelli resigned as our President and Chief Executive Officer. As a result, the
stock option granted him on February 15, 2008 to purchase 1,250,000 shares of common stock was forfeited pursuant to the terms
of an Employment Termination Agreement between us and Mr. Cucinelli. As a result of Mr. Cucinelli‘s resignation, stock option
compensation expense of $3,573,778 recorded in fiscal year 2008 for Mr. Cucinelli‘s stock option was reversed during the quarter
ended November 30, 2008 and is included in wages and benefits for the year ended August 31, 2009. Pursuant to the terms of Mr.
Cucinelli‘s Employment Termination Agreement, he also received $50,000 severance, which is included in wages and benefits for
the year ended August 31, 2009.

        Upon Mr. Cucinelli‘s resignation, on October 15, 2008, we simultaneously appointed Mr. Meetesh V. Patel as our
President, Chief Executive Officer and Director. Mr. Patel was appointed Chief Financial Officer on January 9, 2009. Pursuant
to an Employment Agreement dated June 24, 2009 with Mr. Patel, the Board approved an annual salary of $150,000 and the grant
of a stock option to purchase up to 2,000,000 shares of our common stock, subject to certain vesting requirements, at an exercise
price of $0.52 per share, the fair market value of our common stock on the date of grant. The fair value of the 2,000,000 stock
options granted was estimated at $0.49 each, for a total of $980,000, using the Black-Scholes Option Pricing Model with the
following weighted average assumptions: dividend yield of 0%, expected volatility of 147.10%, risk-free interest rate of 3.39%,
and expected life of 6.25 years. During the year ended August 31, 2009, we recorded stock compensation of $121,819 related to
the amortization of the stock option granted to Mr. Patel.

       During the three months ended November 30, 2009 and 2008, we incurred $566 and $77,154 in wages and benefits
expense for services rendered by Mr. Cucinelli, our former President and Chief Executive Officer, which includes $50,000
severance pursuant to an Employment Termination Agreement, dated October 15, 2008 between us and Mr. Cucinelli.

         During the years ended August 31, 2009 and 2008, we incurred $77,154 and $118,534 in cash wages and benefits expense
for services rendered by Mr. Cucinelli.

       During the year ended August 31, 2009, we incurred $162,638 in cash wages and benefits expense for services rendered
by Mr. Patel.

                                                                  64
         On December 15, 2009, we granted a stock option to Mr. Meetesh Patel, our President and Chief Executive Officer
permitting Mr. Patel to purchase up to 250,000 shares of our common stock at an exercise price of $0.44 per share, the fair market
value of our common stock on the date of grant. The fair market value of our common stock is the closing price of the common
stock as quoted on the OTCBB on December 15, 2009 or, if our common stock is not traded on the date of grant, the first day of
active trading following the date of grant. The stock option granted to Mr. Patel is fully vested and exercisable upon grant and
expires five years from the grant date, on December 15, 2014. Please refer to “EXECUTIVE COMPENSATION.”

Management fees – related party

        During the three months ended November 30, 2008, we incurred $6,553, including stock compensation of $4,053, for
services rendered by Mr. Frank Fabio, the former consultant Chief Financial Officer. Mr. Fabio resigned as CFO, effective
January 9, 2009.       During the year ended August 31, 2009, we incurred $4,472 for services rendered by Mr. Frank Fabio, our
former consultant Chief Financial Officer. Mr. Fabio resigned as Chief Financial Officer, effective January 9, 2009.

        On September 12, 2008, we granted a stock option to our then Chief Financial Officer to purchase, subject to applicable
vesting provisions, 50,000 shares of our common stock at an exercise price of $0.78 per share. The fair value of the 50,000 stock
options was $35,500 on the date of grant. Under the terms of the stock option agreement, the stock option granted to Mr. Fabio to
purchase 50,000 shares of common stock was all forfeited upon his resignation. Accordingly, stock option compensation expense
of $4,053 recorded during the quarter ended November 30, 2008 for Mr. Fabio‘s stock option was reversed during the quarter
ended February 28, 2009 with a net $0 impact to the consolidated statement of operations for the year ended August 31, 2009.
Please refer to “EXECUTIVE COMPENSATION.”

Professional fees

            Non-employee Board members receive $2,500 per quarter for services rendered in the capacity of a Board member.

        During the three months ended November 30, 2009 we incurred $16,387, including stock compensation of $8,887, for
services rendered by our non-employee directors, which is included in professional fees.

        During the three months ended November 30, 2008 , we incurred $11,783, including stock compensation of $2,550, for
services rendered by our non-employee directors, which is included in professional fees

       During the years ended August 31, 2009 and 2008, we incurred total cash and equity compensation of $75,911 and
$41,525 for services rendered by our non-employee directors, which is included in professional fees.

      During the years ended August 31, 2009 and 2008, we incurred $31,733 and $15,000 for services rendered by our
non-employee directors.

        During the years ended August 31, 2009 and 2008, we recorded stock compensation of $44,178 and $26,525 for stock
options that were previously granted and vest over time.


                                                                65
         On March 10, 2008, we granted a stock option to each of two of our directors permitting each to purchase, subject to
applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $1.66 per share. Each stock option vests
in five equal annual installments of 10,000 options each, commencing on February 8, 2009 and annually thereafter. The stock
options are further subject to the terms and conditions of a stock option agreement between each director and us. Under the terms
of the stock option agreement, the stock option agreement will terminate and there will be no further vesting of stock options
effective as of the date that the director ceases to be one of our directors. Upon termination of such service, the director will have
a specified period of time to exercise vested stock options, if any. The fair value of the aggregate 100,000 stock options granted
was $123,000. During the years ended August 31, 2009 and 2008, we recorded $22,277 and $26,525 as stock compensation
expense related to these stock options.

         On September 9, 2008, we granted a stock option to each of two of our directors permitting each to purchase, subject to
applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.85 per share. Each stock option vests
in five equal annual installments of 10,000 options each, commencing on September 9, 2009, and annually thereafter. The stock
options are further subject to the terms and conditions of a stock option agreement between each director and us. Under the terms
of the stock option agreement, the stock option agreement will terminate and there will be no further vesting of stock options
effective as of the date that the director ceases to beone of our directors. Upon termination of such service, the director will have
a specified period of time to exercise vested stock options, if any. The fair value of the aggregate 100,000 stock options granted
was estimated at $0.77 each, for a total of $77,000. During the year ended August 31, 2009 we recorded $35,163 as stock
compensation expense related to these stock options.

        Stock compensation recorded during the year ended August 31, 2009 includes the reversal of stock compensation expense
of $13,262 recorded in fiscal year 2008 for Mr. Gladwin‘s stock option. On September 9, 2008, Mr. Gladwin resigned from our
Board of Directors. Upon Mr. Gladwin‘s resignation, the stock option granted to him on March 10, 2008 to purchase 50,000
shares of common stock was forfeited.

        On December 15, 2009, we granted a stock option to each of our three of non-employee directors permitting each to
purchase, subject to applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.44 per share, the
fair market value of our common stock on the date of grant. Each stock option expires five years from the date of grant, on
December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as to 15,000 shares on December 16,
2010; and (c) as to 15,000 shares on December 16, 2011. The stock options are further subject to the terms and conditions of a
stock option agreement between each director and us. Under the terms of the stock option agreement, the stock option agreement
will terminate and there will be no further vesting of stock options effective as of the date that the director ceases to be one of our
directors. Upon termination of such service, the director will have a specified period of time to exercise vested stock options, if
any.

        During the three months ended November 30, 2009 and 2008, the law firm of Sierchio & Company, LLP (― S&C LLP ‖),
our corporate and securities legal counsel, provided $33,753 and $17,775 of legal services to the Company. Joseph Sierchio, one
of our non-employee directors, is a principal of SG&G LLP. At November 30, 2009, we owed S&C LLP $24,750 which is
included in accounts payable. During the years ended August 31, 2009 and 2008, the law firm S&C LLP provided $102,460 and
$122,464 of legal services to us.


          All related party transactions are recorded at the exchange amount established and agreed to between related parties and
are in the normal course of business.



                                                                  66
                                              DESCRIPTION OF OUR SECURITIES

        Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share and 1,000,000
shares of preferred stock, par value $0.10 per share. As of December 31, 2009 there were 58,600,600 shares of our common stock
issued and outstanding; and, no shares of preferred stock issued and outstanding.

Common Stock

         Each holder is entitled to one vote for each share held on all matters to be voted upon by the stockholders. The shares of
common stock do not have cumulative voting rights. This means that holders of more than 50% of the shares of common stock
voting for the election of directors can elect all the directors and, therefore, our present stockholders can elect all of the directors
even after this offering.

         The holders of common stock are entitled to receive a pro-rata share of dividends, if any, as may be declared from time to
time by the board of directors out of funds legally available for the payment of dividends. However, we presently intend to
reinvest any earnings instead of paying cash dividends. In the event of our liquidation, dissolution, or winding up, the holders of
common stock are entitled to share pro-rata in all assets remaining after payment of our liabilities. Shares of common stock have
no preemptive, conversion, or other subscription rights. There are no redemption or sinking fund provisions applicable to the
common stock.

Preferred Stock

        Our Articles of Incorporation vests our Board of Directors with authority to divide the preferred stock into series and to fix
and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the
laws of the State of Nevada and the Articles of Incorporation.

       Holders of the preferred stock are entitled to one vote for each share held of record. Holders of the preferred stock vote
with holders of the common stock as one class. There are no shares of preferred stock issued and outstanding.

Warrants

          As of November 30, 2009, the following warrants were outstanding and exercisable:
              o 100,000 Class E Warrants which entitle the holders the right to purchase an aggregate of 100,000 shares of
                  common stock at $0.60 each, expiring on April 23, 2010.
             ○ 3,188,500 Class F Callable Warrants which entitle the holders the right to purchase an aggregate of 3,188,500
                 shares of common stock at $1.25 each, expiring on February 12, 2011.

        Holders of the Warrants will not have, solely as a result of such ownership, the rights attaching to our common stock or to
our preferred stock.



Options

          The following table summarizes information about stock options outstanding and exercisable at

                                                                    67
        November 30, 2009:
                                                           Stock Options                                                      Stock Options
                                                            Outstanding                                                        Exercisable
                                                            Weighted                                                           Weighted
                                                            Average                       Weighted                             Average                   Weighted
                                        Number of          Remaining                      Average           Number of         Remaining                  Average
                                         Options           Contractual                    Exercise           Options          Contractual                Exercise
           Exercise Prices              Outstanding        Life (Years)                    Price            Exercisable       Life (Years)                Price

           $     0.52                          2,000,000                  9.57        $              0.52                —                      —    $                —
                 0.85                            100,000                  8.78                       0.85            20,000                   8.78                  0.85
                 1.66                             50,000                  8.28                       1.66            10,000                   8.28                  1.66
           $     0.52 – $ 1.66                 2,150,000                  9.50        $              0.56            30,000                   8.61   $              1.12




        Subsequent to November 30, 2009 we granted to following stock options:

           On December 15, 2009, we granted a stock option to Mr. Meetesh Patel, our President and Chief Executive Officer
  permitting Mr. Patel to purchase up to 250,000 shares of our common stock at an exercise price of $0.44 per share, the fair
  market value of our common stock on the date of grant. The fair market value of our common stock is the closing price of the
  common stock as quoted on the OTCBB on December 15, 2009 or, if our common stock is not traded on the date of grant, the
  first day of active trading following the date of grant. The stock option granted to Mr. Patel is fully vested and exercisable
  upon grant and expires five years from the grant date, on December 15, 2014.

         On December 15, 2009, we granted a stock option to each of our three of non-employee directors permitting each to
purchase, subject to applicable vesting provisions, 50,000 shares of our common stock at an exercise price of $0.44 per share, the
fair market value of our common stock on the date of grant. Each stock option expires five years from the date of grant, on
December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as to 15,000 shares on December 16,
2010; and (c) as to 15,000 shares on December 16, 2011. The stock options are further subject to the terms and conditions of a
stock option agreement between each director and us. Under the terms of the stock option agreement, the stock option agreement
will terminate and there will be no further vesting of stock options effective as of the date that the director ceases to be one of our
directors. Upon termination of such service, the director will have a specified period of time to exercise vested stock options, if
any.

Shares Eligible For Resale

         Sales of substantial amounts of our common stock in the public market following this offering could negatively affect the
market price of our common stock. Such sales could also impair our future ability to raise capital through the sale of our equity
securities.

         As of December 31, 2009, we had 58,600,600 shares of our common stock outstanding. Of these Shares, 36,749,600
Shares are "restricted" securities, within the meaning of Rule 144 under the Securities Act, and may not be sold in the absence of
registration under the Securities Act, unless an exemption from registration is available, including the exemption provided by Rule
144. Of these 25,099,600 are owned by 1420525 Alberta Ltd., a private corporation, of which Harmel S. Rayat, our former chief
financial officer, director and controlling shareholder is the sole shareholder.


                                                                                 68
Rule 144

       Pursuant to Rule 144 as in effect on the date of this Prospectus a person who has beneficially owned restricted shares of
our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to
have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the
Exchange Act periodic reporting requirements for at least three months before the sale.

Sales under Rule 144 by Affiliates

          Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our
affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by
which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the
greater of either of the following:

            .      1% of the number of shares of common stock then outstanding, which equal 586,006 shares as of December 31,
                 2009 ; or
            .      the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of
                 a notice on Form 144 with respect to the sale , provided that the common stock is listed on a national securities
                 exchange or on The NASDAQ Stock Market

       Sales under Rule 144 by our affiliates are further limited under Rule 144, including the provisions thereof relating to the
manner of sale, notice requirements and availability of current public information about us.

Sales Pursuant to Rule 144 by Non-Affiliates

         Under Rule 144, a person who is not deemed to have been one of our affiliates at the time of or at any time during the
three months preceding a sale, and who has beneficially owned the restricted ordinary shares proposed to be sold for at least six
(6) months, including the holding period of any prior owner other than an affiliate, is entitled to sell their ordinary shares without
complying with the manner of sale and volume limitation or notice provisions of Rule 144. We must be current in our public
reporting if the non-affiliate is seeking to sell under Rule 144 after holding his ordinary shares between 6 months and one year.
After one year, non-affiliates do not have to comply with any other Rule 144 requirements.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

         Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued
by companies that are, or previously were, blank check companies, to their promoters or affiliates despite technical compliance
with the requirements of Rule 144. The SEC has codified and expanded this position in the amendments discussed above by
prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related
shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important
exception to this prohibition, however, if the following conditions are met:

            .      The issuer of the securities that was formerly a shell company has ceased to be a shell company;
            .      The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
            .      The issuer of the securities has filed all Exchange Act reports and material required to be

                                                                   69
            filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such
                 reports and materials), other than Form 8-K reports; and
            .      At least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC
                 reflecting its status as an entity that is not a shell company.

         As we are not a shell company, our restricted shares will be able to be resold pursuant to Rule 144 as described above
after we become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. In addition, the shares
registered for resale by the Selling Stockholders may be sold without restriction pursuant to this Prospectus.


                                                 SELLING STOCKHOLDERS

           The following table presents information regarding the Selling Stockholders. The Selling Stockholders may sell up to
10,190,000 shares of our common stock. The percentage of outstanding shares beneficially owned is based on 58,600,600 shares
of common stock issued and outstanding at December 31, 2009. Information with respect to beneficial ownership is based upon
information provided to us by the Selling Stockholders. Except as may be otherwise described below, to the best of our
knowledge, the named Selling Shareholder beneficially owns and has sole voting and investment authority as to all of the shares
set forth opposite his name, none of the Selling Stockholders is known to us to be a registered broker-dealer or an affiliate of a
registered broker-dealer. Each of the selling stockholders has acquired his, her or its shares solely for investment and not with a
view to or for resale or distribution of such securities.

                                                                 70
        Selling Stockholders     No. of Shares      Percentage of        Number of          Percentage of       No. of Shares       Percentage of
                                 Beneficially        Issued and            Shares            Issued and         Beneficially         Issued and
                                 Owned Prior         Outstanding        Registered and      Outstanding         Owned After          Outstanding
                                     to the         Shares Owned             to be             Shares               This            Shares Owned
                                   Offering          Prior to the        Sold in This        Prior to the       Offering (2)            After
                                                     Offering(1)         Offering(2)         Offering(1)                                This
                                                                                                                                     Offering(1)
    1420524 Alberta Ltd . (3)           2,800,000             4.7%              1,500,000             2.5%            1,300,000                  2.2%

    1420468 Alberta Ltd. (4)            2,800,000             4.7%              1,500,000             2.5%            1,300,000                 2.2%

    1420525 Alberta Ltd. (5)          25,099,600             42.8%              2,300,000             3.9%           22,799,600                38.1%

    1420527 Alberta Ltd.(6)             2,800,000             4.7%              2,000,000             3.4%             800,000                  1.3%

    1422688 Alberta Ltd.(7)             1,250,000             2.1%              1,000,000             1.7%             250,000                  0.4%

    Michael and Betsy Brauser           1,865,000             3.1%               700,000              1.2%            1,165,000                 1.9%
    TBE (8)

    Barry Honig (9)                      550,000              0.9%               350,000              0.5%             200,000                  0.3%

    GRQ Consultants 401K(9)              650,000              1.1%               350,000              0.5%             300,000                  0.5%

    Meetesh V. Patel (10)                250,000                    *            250,000                    *                   0                  *

    Jatinder S. Bhogal(11)                30,000                    *             80,000                    *                   0                  *

    Alastair Livesey (12)                 30,000                    *             80,000                    *                   0                  *

    Joseph Sierchio(13)                   80,000                    *             80,000                    *                   0                  *

    Total                             38,204,600             64.1%          10,190,000               17.9%           28,114,600                46.9%

*      Less than 0.50%
(1) Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 58,600,600 shares of Common
Stock issued and outstanding as of December 31, 2009. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to
options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number
and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other
person listed.

           Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting
of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to
be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of
an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the
amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the
person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December

                                                                           71
31, 2009.

Please refer to “PLAN OF DISTRIBUTION.”

(2)         The Selling Stockholders may offer and sell, from time to time, any or all of our common stock issued to them and registered for
resale. Because the Selling Stockholders may offer all or only some portion of the 10,190,000 shares of common stock registered, no exact
number can be given as to the amount or percentage of these shares of common stock that will be held by the Selling Stockholders upon
termination of the offering. We can only make estimates and assumptions. The number of shares listed in the category entitled ―Percentage of
Issued and Outstanding Shares Owned After This Offering,‖ in the table above, represent an estimate of the number of shares of common stock
that will be held by the Selling Stockholders after the offering. To arrive at this estimate, we have assumed that the Selling Stockholders will
sell all of the shares to be registered pursuant to this offering and will not be acquiring any additional shares. Please refer to “PLAN OF
DISTRIBUTION.”

(3)       1420524 Alberta Ltd. is a private Alberta corporation, wholly owned by David Ernest Jenkins, as the trustee under the KJR Family
Trust dated August 28, 2008, for the benefit of Kalen Jai Rayat. 1420524 Alberta Ltd. acquired its 2,800,000 shares directly from Mr. Rayat as
part of Mr. Rayat‘s estate planning. Kalen Jai Rayat is Mr. Rayat‘s son. The acquisition of our shares by 1420524 Alberta Ltd. was exempt
from the registration requirements of the Securities Act by virtue of Regulation S as promulgated thereunder and Section 4(1) thereof. Mr.
Rayat is not a beneficiary or trustee of the aforementioned trust.

(4)       1420468 Alberta Ltd. is a private Alberta corporation, wholly owned by Jasbinder Chohan, as the trustee under the TJR Family Trust
dated August 28, 2008, for the benefit of Talia Jevan Rayat. 1420468 Alberta Ltd. acquired its 2,800,000 shares directly from Mr. Rayat as part
of Mr. Rayat‘s estate planning. Talia Jevan Rayat is Mr. Rayat‘s daughter. The acquisition of our shares by 1420468 Alberta Ltd. was exempt
from the registration requirements of the Securities Act by virtue of Regulation S as promulgated thereunder and Section 4(1) thereof. Mr.
Rayat is not a beneficiary or trustee of the aforementioned trust.

(5)       1420525 Alberta Ltd. is a private Alberta company wholly-owned by Mr. Harmel Rayat, a former officer, director and controlling
stockholder. 1420525 Alberta Ltd acquired our shares directly from Mr. Rayat as part of Mr. Rayat‘s estate planning. Mr. Rayat had
purchased the shares directly from us. Please refer to “DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS” for a description of Mr. Rayat’s former positions with us.
(6)       1420527 Alberta Ltd. is a private Alberta corporation, wholly owned by Amritpal Kaur Tanda, as the trustee under the Heritage
Family Trust dated August 28, 2008, for the benefit of Mehar Singh Bhogal. Mr. Harmel Rayat is not a beneficiary of the trust. 1420527
Alberta Ltd. acquired 2,800,000 shares of our stock directly from 1420525 Alberta Ltd. The acquisition of our shares by 1420527 Alberta Ltd.
was exempt from the registration requirements of the Securities Act by virtue of Regulation S as promulgated thereunder and Section 4(1)
thereof. Mr. Rayat is not a beneficiary or trustee of the aforementioned trust.

(7)       1422688 Alberta Ltd. is a private Alberta corporation, wholly owned by Gurmeet Singh Sidhu, as the trustee under the DS Sidhu
Family Trust dated August 28, 2008, for the benefit of Dayan Singh Sidhu. Mr. Harmel Rayat is not a beneficiary of the trust. 1422688 Alberta
Ltd. acquired 1,250,000 shares of our stock directly from 1420525 Alberta Ltd. The acquisition of our shares by 1422688 Alberta Ltd. was
exempt from the registration requirements of the Securities Act by virtue of Regulation S as promulgated thereunder and Section 4(1)
thereof. Mr. Rayat is not a beneficiary or trustee of the aforementioned trust.

(8)        We have previously registered (SEC File No.333- 149665)500,000 shares for resale by Michael and Betsey Brauser as Tenants by
the Entirety, as to which Mr. Brauser has sole voting and disposition authority These shares are not part of the shares registered pursuant to the
registration statement of which this Prospectus is part. Michael and Betsey Brauser acquired the 1,865,000 shares included in this registration
statement in a private transaction with Mr. Rayat exempt from the registration requirements of the Securities Act by virtue of Section 4(1)
thereof.

(9)        We have previously registered (SEC File No. 333- 149665) 500,000 shares for resale by Mr. Honig, as well as 500,000 shares for
resale by GRQ Consultants 401K, Inc. and 1,500,000 shares for resale by GRQ Consultants

                                                                       72
Defined Benefit Pension Plan, as to which Mr. Honig has voting and disposition authority and in such capacity may be deemed to have
beneficial ownership of such shares. These shares are not part of the shares registered pursuant to the registration statement of which this
Prospectus is part. Mr. Honig acquired 1,200,000 shares included in this registration statement in a private transaction with Mr. Rayat exempt
from the registration requirements of the Securities Act by virtue of Section 4(1) thereof. Mr. Honig subsequently transferred 550,000 shares
to GRQ Consultants 401K, Inc., of which is Mr. Honig is the sole shareholder. Mr. Honig has voting and disposition authority over the shares
owned by GRQ Consultants 401K, Inc.,and in such capacity may be deemed to have beneficial ownership of such shares.

(10)      Includes options to purchase up to 250,000 shares of our common stock

(11)       This amount does not include 2,800,000 shares owned by 1420527 Alberta Ltd., a private Alberta corporation wholly owned by the
Heritage Family Trust dated August 28, 2008, of which Amritpal Kaur Tanda is the trustee, for the benefit of Mehar Singh Bhogal, Mr. Jatinder
Bhogal‘s son. Mr. Jatinder Bhogal is not a beneficiary or trustee of the aforementioned trust, nor does he otherwise have any voting or
disposition authority over the shares owned by 1420527 Alberta Ltd. Accordingly, Mr. Jatinder Bhogal disclaims beneficial ownership of such
shares. Mr. Bhogal has been granted a stock option to purchase up to 50,000 shares of our common stock at $0.85 per share and a stock option
to purchase up to another 50,000 shares of our common stock at $0.44 per share, both subject to applicable vesting requirements. Although
80,000 shares are included in the registration statement as to which this Prospectus is part, as of the date of this Prospectus the stock options
have vested with respect to only 30,000 of the underlying shares. The balance of the options included in this registration statement are expected
to vested over the two year period during which we have agreed to maintain the registration statement of which this Prospectus is part.

(12)      Mr. Livesey has been granted a stock option to purchase up to 50,000 shares of our common stock at $1.66 per share and a stock
option to purchase up to another 50,000 shares of our common stock at $0.44 per share, both subject to applicable vesting requirements.
Although 80,000 shares are included in the registration statement as to which this Prospectus is part, as of the date of this Prospectus the stock
options have vested with respect to only 30,000 of the underlying shares. The balance of the options included in this registration statement are
expected to vested over the two year period during which we have agreed to maintain the registration statement of which this Prospectus is part.

(13)       We have previously registered (SEC File No. 333- 149665) 50,000 shares of common stock for resale by Mr. Sierchio. These shares
consist of 25,000 shares of our common stock purchased by Mr. Sierchio and 25,000 shares issuable upon exercise of an outstanding warrant
entitling Mr. Sierchio to purchase up to an aggregate of 25,000 shares of common stock at $1.25 per share. These shares are not part of the
shares registered pursuant to the registration statement of which this Prospectus is part. Mr. Sierchio has also been granted a stock option to
purchase up to 50,000 shares of our common stock at $0.85 per share and a stock option to purchase up to another 50,000 shares of our
common stock at $0.44 per share, both subject to applicable vesting requirements. Although 80,000 shares are included in the registration
statement as to which this Prospectus is part, as of the date of this Prospectus the stock options have vested with respect to only 30,000 of the
underlying shares. The balance of the options included in this registration statement are expected to vested over the two year period during
which we have agreed to maintain the registration statement of which this Prospectus is part. Mr. Sierchio is a member of Sierchio & Company,
LLP, legal counsel to us.

        Other than the relationships described in the table and footnotes, none of the Selling Stockholders had or have any material
relationship with our company or any of its affiliates within the past three years. None of the Selling Stockholders is a
broker-dealer or an affiliate of a broker-dealer.

        We may require the Selling Stockholders to suspend the sales of the securities offered by this Prospectus upon the
occurrence of any event that makes any statement in this Prospectus or the related registration statement untrue in any material
respect or that requires the changing of statements in these documents in order to make statements in those documents not
misleading.



                                                                       73
                                                    PLAN OF DISTRIBUTION

        Each Selling Stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their shares of common stock on the OTCBB or any other stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder
may use any one or more of the following methods when selling shares:

    .     ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
    .     block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of
        the block as principal to facilitate the transaction;
    .     purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
    .     an exchange distribution in accordance with the rules of the applicable exchange;
    .     privately negotiated transactions;
    .     settlement of short sales entered into after the effective date of the registration statement of which this Prospectus is a
        part;
    .     broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price
        per share;
    .     through the writing or settlement of options or other hedging transactions, whether through an options exchange or
        otherwise;
    .     a combination of any such methods of sale; or
    .     any other method permitted pursuant to applicable law.

       The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, as amended, if available, rather
than under this Prospectus.

        Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.
Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in
the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA NASD Rule
2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.

         In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging
transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the
course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver
these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these
securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial
institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this Prospectus, which shares such broker-dealer or other financial institution may resell pursuant
to this Prospectus (as supplemented or amended to reflect such transaction).

        The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be
―underwriters‖ within the meaning of the Securities Act in connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or
oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.


                                                                  74
        We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed
to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.

         Because Selling Stockholders may be deemed to be ―underwriters‖ within the meaning of the Securities Act, they will be
subject to the Prospectus delivery requirements of the Securities Act including Rule 172 as promulgated thereunder. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than under this Prospectus. There is no underwriter or coordinating broker acting in connection with the proposed
sale of the resale shares by the Selling Stockholders.

        We agreed to keep this Prospectus effective until the earlier of (i) two years from the date that the registration statement of
which this Prospectus is part is declared effective (ii) the date on which the shares may be resold by the Selling Stockholders
without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule
of similar effect or (iii) all of the shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any
other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.

        Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares
may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period,
as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the
timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make
copies of this Prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this
Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

       We cannot estimate the number of shares, if any, which will be sold by the Selling Stockholders pursuant to this
Prospectus.


                                                     LEGAL PROCEEDINGS

       Although we are not party to nor are we aware of any pending lawsuit, litigation or proceeding, from time to time, we may
become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
       We are currently not aware of any other legal proceedings or claims that we believe will have, individually, or in the
aggregate, a material adverse affect on our business, financial condition or operating results.


   DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

        We believe that the indemnification provisions of our Articles of Incorporation and Bylaws will be useful to attract and
retain qualified persons as directors and officers. Our Articles of Incorporation

                                                                  75
limit the liability of directors and officers to the fullest extent permitted by Nevada law. This is intended to allow our directors and
officers the benefit of Nevada's corporation law which provides that directors and officers of Nevada corporations may be relieved
of monetary liabilities for breach of their fiduciary duties as directors, except under circumstances which involve acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law.

         Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

        In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid
by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of
such issue.

                                                        LEGAL MATTERS

        The validity of the shares of common stock offered hereby will be passed upon for New Energy Technologies, Inc. by
Sierchio & Company LLP, 430 Park Avenue, 7 th Floor, New York, New York 10022. Joseph Sierchio, a member of Sierchio &
Company LLP, is one of our directors. Mr. Sierchio is the beneficial owner of 60,000 shares of our common stock.


                                                              EXPERTS

       Our consolidated financial statements at August 31, 2009 and 2008 and for the years then ended, appearing herein have
been audited by Peterson Sullivan, LLP, an independent registered public accounting firm, as set forth in its report thereon
appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.

        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                                        DISCLOSURE

       There have been no changes in, and we have not had any disagreements with our accountants with respect to, our
accounting and financial disclosure.

                                                 ADDITIONAL INFORMATION

        We file current, quarterly and annual reports with the SEC on forms 8-K, 10-Q and 10-K. Our filings may be inspected
and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet site that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC at http://www.sec.gov. Copies of such material can be obtained from the public reference section of
the SEC at prescribed rates.

        For further information with respect to us and the securities being offered hereby, reference is

                                                                  76
hereby made to the registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as
a part thereof.



                                                                 77
                                           Index to Consolidated Financial Statements

Consolidated Balance Sheet (Unaudited) as of November 30, 2009 and August 31, 2009                          F-1
Consolidated Statements of Operations (Unaudited) for the Three Months Ended November 30, 2009 and 2008
                                                                                                            F-2
and the Cumulative Period from Inception (May 5, 1998) to November 30, 2009
Consolidated Statements of Stockholders‘ Equity (Deficit) (Unaudited) from Inception (May 5, 1998) to
                                                                                                            F-3
November 30, 2009
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended November 30, 2009 and 2008
                                                                                                            F-4
and the Cumulative Period from Inception (May 5, 1998) to November 30, 2009
Notes to Consolidated Financial Statements (unaudited)                                                      F-5-F-16
Report of Independent Registered Public Accounting Firm                                                     F-17
Consolidated Balance Sheets as of August 31, 2009 and 2008                                                  F-18
Consolidated Statements of Operations for the Years Ended August 31, 2009 and 2008 and the Cumulative
                                                                                                            F-19
Period from Inception (May 5, 1998) to August 31, 2009
Consolidated Statements of Stockholders‘ Equity (Deficit) from May 5, 1998 (Inception) to August 31, 2009   F-20
Consolidated Statements of Cash Flows for the Years Ended August 31, 2009 and 2008 and the Cumulative
                                                                                                            F-21
Period from Inception (May 5, 1998) to August 31, 2009
Notes to Consolidated Financial Statements                                                                  F-22-F-37


                                                                  78
                                                      NEW ENERGY TECHNOLOGIES, INC.
                                                           (Formerly "Octillion Corp.")
                                                         (A Development Stage Company)

                                                     CONSOLIDATED BALANCE SHEETS
                                                   NOVEMBER 30, 2009 AND AUGUST 31, 2009
                                                         (Expressed in U.S. Dollars)
                                                                (Unaudited)

                                                                                                       November 30,             August 31,
                                                                                                           2009                   2009

                                         ASSETS

Current assets
 Cash and cash equivalents                                                                    $                   2,060,348 $           2,736,221
 Deferred research and development costs                                                                             54,084                39,559
 Prepaid expenses and other current assets                                                                           48,335                 7,586
Total current assets                                                                                              2,162,767             2,783,366

Total assets                                                                                  $                   2,162,767 $           2,783,366

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
 Accounts payable                                                                             $                     188,532 $                 98,467
 Accrued liabilities                                                                                                156,109                  156,109
Total current liabilities                                                                                           344,641                  254,576

Long-term warrant liability                                                                                       1,137,077                        -

Total liabilities                                                                                                 1,481,718                  254,576

Commitments and contingencies

Stockholders' equity
 Preferred stock: $0.10 par value; 1,000,000 shares authorized,
no shares issued and outstanding at November 30, 2009 and August 31, 2009                                                   -                      -
 Common stock: $0.001 par value; 100,000,000 shares authorized,
 58,600,600 shares issued and outstanding at November 30, 2009 and August 31, 2009                                   58,601                 58,601
 Additional paid-in capital                                                                                       7,028,514              8,622,458
 Deficit accumulated during the development stage                                                               (6,406,066)            (6,152,269)
Total stockholders' equity                                                                                          681,049              2,528,790

Total liabilities and stockholders' equity                                                    $                   2,162,767 $           2,783,366



                                 (The accompanying notes are an integral part of these consolidated financial statements)

                                                                            F-1
                                                      NEW ENERGY TECHNOLOGIES, INC.
                                                            (Formerly "Octillion Corp.)
                                                         (A Development Stage Company)

                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008 AND FOR THE
                                   PERIOD FROM INCEPTION (MAY 5, 1998) TO NOVEMBER 30, 2009
                                                   (Expressed in U.S. Dollars)
                                                          (Unaudited)



                                                                                                                                   Cumulative
                                                                                       Three Months Ended                          May 5, 1998
                                                                                          November 30,                            (Inception) to
                                                                                                                                  November 30,
                                                                               2009                          2008                     2009

Revenue                                                           $                     -       $                     -       $                    -

Operating (income) expense
 Investor relations                                                              30,730                          10,800                  2,221,548
 Marketing                                                                      210,863                               -                    583,083
 Wages and benefits                                                             225,360                     (3,418,560)                  1,029,356
 Management fees - related party                                                     -                            6,553                    207,546
 Professional fees                                                               92,568                          60,790                    825,170
 Research and development                                                       274,314                          22,250                  1,035,089
 Travel and entertainment                                                         6,706                          22,378                    306,004
 Other operating expenses                                                        61,755                          16,375                    373,108
Total operating (income) expense                                                902,296                     (3,279,414)                  6,580,904

Income (loss) from operations                                                  (902,296)                      3,279,414                (6,580,904)

Other income (expense)
 Interest income                                                                       -                          7,196                     98,582
 Interest expense                                                                      -                          (106)                   (11,002)
 Loss on disposal of fixed assets                                                      -                              -                     (5,307)
 Gain on dissolution of foreign subsidiary                                             -                              -                     59,704
 Foreign exchange gain (loss)                                                         16                       (53,553)                   (83,525)
   Change in fair value of warrant liability                                     991,254                              -                    991,254
   Payable forgiven                                                                     -                             -                      30,000
 Total other income (expense)                                                    991,270                       (46,463)                  1,079,706

Income (loss) from continuing operations                                          88,974                      3,232,951                (5,501,198)

 Loss from discontinued operations                                                          -                             -              (162,097)

Net income (loss)                                                 $               88,974        $             3,232,951       $        (5,663,295)

Net income per common share - basic                               $                   0.00      $                   0.06
Net income per common share - diluted                             $                   0.00      $                   0.06

Weighted average number of common shares
outstanding - basic                                                          58,600,600                     57,754,600
Weighted average number of common shares
outstanding - diluted                                                        59,475,520                     57,754,600

                                 (The accompanying notes are an integral part of these consolidated financial statements)
F-2
                                                                 NEW ENERGY TECHNOLOGIES, INC.
                                                                      (formerly "Octillion Corp.")
                                                                    (A Development Stage Company)


                                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                     FROM MAY 5, 1998 (INCEPTION) TO NOVEMBER 30, 2009
                                                                   (Expressed in U.S. Dollars)
                                                                          (Unaudited)

                                                                                                                            Deficit
                                                                                                       Accumulated        Accumulated                                Total
                                                                                                          Other            During the                            Stockholders'
                             Preferred Stock          Common Stock                Additional          Comprehensive       Development       Comprehensive           Equity
                                                                                                                          Development
                             Shares       Amount    Shares         Amount       Paid-in Capital       Income (Loss)          Stage          Income (Loss)       Equity (Deficit)

Restricted common stock
issued to related parties
for
management services
at $0.003 per share                   -    $    -    9,000,000 $      9,000       $     (6,000)                 $     -            $ -              $       -           $ 3,000

Unrestricted common
stock sales
to third parties at $0.13
per share                             -         -    1,125,000        1,125            148,875                        -                 -                   -            150,000

Comprehensive income
(loss)
   Net loss for the period            -         -            -              -                     -                   -        (12,326)            (12,326)             (12,326)
Total comprehensive loss                                                                                                                           (12,326)

Balance, August 31,
1998                                  -         -   10,125,000       10,125            142,875                        -        (12,326)                     -            140,674

Comprehensive income
(loss)
   Net loss for the year              -         -            -              -                     -                   -        (77,946)            (77,946)             (77,946)
Total comprehensive loss                                                                                                                           (77,946)

Balance, August 31,
1999                                  -         -   10,125,000       10,125            142,875                        -        (90,272)                     -             62,728

Comprehensive income
(loss)
   Net loss for the year              -         -            -              -                     -                   -        (12,446 )           (12,446)            (12,446 )
Total comprehensive loss                                                                                                                           (12,446)

Balance, August 31,
2000                                  -         -   10,125,000       10,125            142,875                        -       (102,718)                     -             50,282

Comprehensive income
(loss)
   Net loss for the year              -         -            -              -                     -                   -        (12,904)            (12,904)             (12,904)
Total comprehensive loss                                                                                                                           (12,904)

Balance, August 31,
2001                                  -         -   10,125,000       10,125            142,875                        -       (115,622)                     -             37,378

Comprehensive income
(loss)
   Net loss for the year              -         -            -              -                     -                   -        (54,935)            (54,935)             (54,935)
Total comprehensive loss                                                              (54,935)

Balance, August 31,
2002                         -   -   10,125,000   10,125   142,875   -   (170,557)           -    (17,557)

Restricted common stock
issued to
a related party to satisfy
outstanding
management fees at
$0.003 per share
on December 19, 2002         -   -   24,000,000   24,000    56,000   -           -           -     80,000

Restricted common stock
issued to a
related party to satisfy
outstanding
management fees at
$0.003 per share
on March 18, 2003            -   -    6,999,600    7,000    16,332   -           -           -     23,332

Comprehensive income
(loss)
   Net loss for the year     -   -            -        -         -   -    (97,662)    (97,662)    (97,662)
Total comprehensive loss                                                              (97,662)

Balance, August 31,
2003                         -   -   41,124,600   41,125   215,207   -   (268,219)           -    (11,887)

Comprehensive income
(loss)
   Net loss for the year     -   -            -        -         -   -   (19,787 )   (19,787 )   (19,787 )
Total comprehensive loss                                                              (19,787)

Balance, August 31,
2004                         -   -   41,124,600   41,125   215,207   -   (288,006)           -    (31,674)

Comprehensive income
(loss)
   Net loss for the year     -   -            -        -         -   -   (103,142)   (103,142)   (103,142)
Total comprehensive loss                                                             (103,142)

Balance, August 31,
2005                         -   -   41,124,600   41,125   215,207   -   (391,148)           -   (134,816)

Issuance of common
stock and warrants
at $0.17 per share on
May 16, 2006                 -   -    3,000,000    3,000   497,000   -           -           -    500,000

Comprehensive income
(loss)
   Net loss for the year     -   -            -        -         -   -   (157,982)   (157,982)   (157,982)
Total comprehensive loss                                                             (157,982)

Balance, August 31,
2006                         -   -   44,124,600   44,125   712,207   -   (549,130)           -    207,202

Exercise of Class A
Warrants at $0.167
per share during
November - December
2006                         -   -    3,000,000    3,000   497,000   -           -           -    500,000

Exercise of Class B
Warrants at $0.183
per share November -
May 2007                     -   -    3,000,000    3,000   547,000   -           -           -    550,000
Exercise of Class C
Warrants at $0.50
per share during August
2007                        -   -     980,000      980      489,020          -             -             -      490,000

Exercise of Class D
Warrants at $0.55
per share during August
2007                        -   -     880,000      880      483,120          -             -             -      484,000

Exercise of Class E
Warrants at $0.60
per share during August
2007                        -   -     880,000      880      527,120          -             -             -      528,000

Issuance of common
stock and warrants
at $0.50 per share on
April 23, 2007              -   -    1,000,000    1,000     499,000          -             -             -      500,000

Dividend paid - spin off
of MircoChannel
Technologies
Corporation                 -   -            -        -            -         -    (400,000)              -    (400,000)

Comprehensive income
(loss)
   Foreign currency
translation adjustments     -   -            -        -            -   (1,811)             -       (1,811)       (1,811)

  Net loss for the year     -   -            -        -            -         -   (1,442,769)   (1,442,769)   (1,442,769)
Total comprehensive loss                                                                       (1,444,580)

Balance, August 31,
2007                        -   -   53,864,600   53,865    3,754,467   (1,811)   (2,391,899)                  1,414,622

Common stock and
warrants issued for cash    -   -    3,675,000    3,675    3,392,280         -             -             -    3,395,955
and services at $1.00 per
Unit in February 2008

Exercise of Class C
Warrants at $0.50           -   -
per share during March
2008                                   20,000       20        9,980          -             -             -       10,000

Exercise of Class D
Warrants at $0.55           -   -
per share during May
2008                                   20,000       20       10,980          -             -             -       11,000

Exercise of Class F
Warrants at $1.25
per share during April -
May 2008                    -   -     175,000      175      218,575          -             -             -      218,750

Stock based
compensation                -   -            -        -    3,600,303         -             -             -    3,600,303

Comprehensive income
(loss)
   Foreign currency
translation adjustments     -   -            -        -            -   12,504              -       12,504        12,504

  Net loss for the year     -   -            -        -            -         -   (5,721,545)   (5,721,545)   (5,721,545)
Total comprehensive loss                                                                       (5,709,041)

Balance, August 31,
2008                        -   -   57,754,600   57,755   10,986,585   10,693    (8,113,444)                  2,941,589

Reversal of stock based
compensation
   due to forfeiture of
stock options             -         -               -             -        (3,591,093)                    -                   -           -   (3,591,093)

Exercise of Class E
Warrants at $0.60
per share during July
2009                      -         -         20,000             20             11,980                    -                   -           -       12,000

Exercise of Class F
Warrants at $1.25
per share during July -
August 2009               -         -        826,000           826          1,031,674                     -                   -           -    1,032,500

Stock based
compensation              -         -               -             -           183,312                     -                   -           -      183,312

Comprehensive income
   Foreign currency
translation adjustments   -         -               -             -                   -           (10,693)                    -    (10,693)     (10,693)

  Net income for the
year                      -         -               -             -                   -                   -          1,961,175    1,961,175    1,961,175
Total comprehensive
income                                                                                                                            1,950,482

Balance, August 31,
2009                      -         -     58,600,600        58,601          8,622,458                     -         (6,152,269)                2,528,790

Stock based
compensation              -         -               -             -           191,616                     -                   -           -      191,616

Cumulative adjustment
upon adoption
 of ASC 815-40            -         -               -             -        (1,785,560)                    -          (342,771)            -   (2,128,331)

  Net income for the
three months ended
 November 30, 2009        -         -               -             -                   -                   -             88,974      88,974        88,974
Total comprehensive
income                                                                                                                            $ 88,974

Balance, November 30,
2009                      -   $     -     58,600,600 $      58,601       $ 7,028,514                  $   -     $ (6,406,066)                 $ 681,049


                                  (The accompanying notes are an integral part of these consolidated financial statements)



                                                                               F-3
                                                                  NEW ENERGY TECHNOLOGIES, INC.
                                                                       (Formerly "Octillion Corp.")
                                                                     (A Development Stage Company)


                                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                         FOR THE THREE MONTHS ENDED NOVEMBER 30, 2009 AND 2008 AND FOR THE
                                               PERIOD FROM INCEPTION (MAY 5, 1998) TO NOVEMBER 30, 2009
                                                               (Expressed in U.S. Dollars)
                                                                      (Unaudited)



                                                                                                                                             Cumulative
                                                                                                   Three Months Ended                        May 5, 1998
                                                                                                      November 30,                          (Inception) to
                                                                                            2009                        2008              November 30, 2009

Cash flows from operating activities
 Income (loss) from continuing operations                                              $      88,974           $         3,232,951    $          (5,501,198)
   Add: loss from discontinued operations                                                         -                             -                  (162,097)
Adjustments to reconcile net income (loss) to net cash used in operating activities
    Depreciation                                                                                   -                             -                    4,482
    Reversal of stock based compensation expense due to forfeiture of stock
options                                                                                            -                    (3,587,040)              (3,591,093)
    Stock based compensation expense                                                          191,616                        19,865                3,975,231
    Change in fair value of warrant liability                                               (991,254)                            -                 (991,254)
    Loss of disposal of fixed assets                                                               -                             -                     5,307
    Payable written off                                                                            -                             -                  (30,000)
    Common stock issued for services                                                               -                             -                     3,000
    Common stock issued for debt settlement                                                        -                             -                   103,332
 Changes in operating assets and liabilities:
    Increase in deferred research and development costs                                      (14,525)                           -                   (54,084)
    Increase in prepaid expenses and other current assets                                    (40,749)                      (2,529)                  (48,335)
    Increase in accounts payable                                                               90,065                        6,228                   188,532
    Increase in accrued liabilities                                                                -                        10,833                   156,109
    Increase in accounts payable - related party                                                   -                            -                     30,000
 Net cash used in operating activities                                                      (675,873)                    (319,692)               (5,912,068)


Cash flows from investing activity
 Purchase of fixed assets                                                                          -                             -                   (9,789)
 Net cash used in investing activity                                                               -                             -                   (9,789)


Cash flows from financing activities
 Proceeds from the issuance of common stock and exercise of warrants, net                          -                             -                 8,382,205
 Repayment of promissory note                                                                      -                             -                 (155,000)
 Proceeds from promissory notes                                                                    -                             -                   155,000
 Dividend paid                                                                                     -                             -                 (400,000)
 Net cash provided by financing activities                                                         -                             -                 7,982,205


Increase (decrease) in cash and cash equivalents                                            (675,873)                    (319,692)                 2,060,348


Effect of foreign currency translation                                                             -                        49,011                        -


Cash and cash equivalents at beginning of period                                           2,736,221                     2,992,010                        -


Cash and cash equivalents at end of period                                             $   2,060,348           $         2,721,329    $            2,060,348




Supplemental disclosure of cash flow information:
 Interest paid in cash                                                                 $           -           $               106    $              11,002
 Income taxes paid in cash                                                             $           -           $                -     $                  -
Supplemental disclosure of non-cash transactions:
 Accrued management fees converted to equity                                              $             -              $           -   $   103,332
 Warrants issued for broker commissions                                                   $             -              $           -   $   642,980

                                        (The accompanying notes are an integral part of these consolidated financial statements)



                                                                                   F-4
                                                 NEW ENERGY TECHNOLOGIES, INC.
                                                     (Formerly “Octillion Corp.”)
                                                   (A Development Stage Company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                            November 30, 2009
                                                         (Expressed in U.S. Dollars)
                                                                (Unaudited)


Note 1: Organization and Nature of Operations

New Energy Technologies, Inc. (the ―Company‖) was incorporated in the State of Nevada on May 5, 1998, under the name ―Octillion Corp.‖
On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sungen Energy, Inc.
(―Sungen‖), Kinetic Energy Corporation (―KEC‖), Octillion Technologies Limited (―Octillion Technologies‖) and New Energy Solar
Corporation (―New Energy Solar‖).

Sungen was incorporated on July 11, 2006 in the State of Nevada and has no assets and no liabilities.

KEC was incorporated on June 19, 2008 in the State of Nevada and has no assets and no liabilities.

Octillion Technologies was incorporated on April 11, 2007 in the Province of British Columbia, Canada for providing administrative services
to the Company‘s Canadian office. The Company ceased to conduct business in Canada on August 31, 2008 and closed this office. As a result,
the Company dissolved Octillion Technologies and eliminated all intercompany balances, effective December 1, 2008.

New Energy Solar was incorporated on February 9, 2009 in the State of Florida and has no assets and no liabilities.

On August 22, 2007, the Company spun off its wholly-owned biotechnology subsidiary, MicroChannel Technologies Corporation
(―MicroChannel‖) with the shareholders of the Company. The net assets and results of operations of MicroChannel of the prior period have
been reclassified as discontinued operations.

Since inception, the Company has been a technology incubator focused on the identification, acquisition, development and eventual
commercialization of emerging technologies initially in the biotech and subsequently in the alternative energy sectors. However, commencing
in August 2007 with the spinoff of the Company‘s then wholly-owned subsidiary, MicroChannel Technologies Corporation, the Company
elected to focus all of its resources on alternative energy technologies. Accordingly, effective December 2, 2008 the Company changed its
name to ―New Energy Technologies, Inc.‖ so as to more accurately reflect its focus on alternative energy technologies. The Company‘s
strategy is to develop new technologies and, where warranted, acquire rights to obtain licenses to technologies and products that are being
developed by third parties, primarily universities and government agencies, through sponsored research and development agreements.

The Company conducts its current operations through its two wholly-owned subsidiaries:

                 KEC; and
                 New Energy Solar

The Company is currently focusing its development efforts on two technologies, namely:

              MotionPower™ Technology for capturing the kinetic energy of moving vehicles in order to use this captured energy to generate
           electricity; and

                                                                      F-5
               SolarWindow™ Technology which enables transparent glass windows to generate electricity by coating their glass surfaces with
            the world‘s smallest known solar cells.


Note 2. Going Concern Uncertainties

The Company is a development stage company, has not generated any revenues, has an accumulated deficit of $6,406,066 as of November 30,
2009, and does not have positive cash flows from operating activities. The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the
Company as a going concern, which is dependent upon the Company‘s ability to establish itself as a profitable business.

Due to the start-up nature of the Company‘s business, the Company expects to incur additional losses as it continues to develop its
technologies. To date, the Company‘s cash flow requirements have primarily been met by a private placement of common stock and warrants
for net proceeds of $3,395,955 on February 12, 2008 and proceeds received from the exercise of warrants. Management recognizes that in
order to meet the Company‘s capital requirements, and continue to operate, additional financing will be necessary. The Company expects to
raise additional funds through private or public equity investments in order to support existing operations and expand the range and scope of its
business operations. The Company will seek access to private or public equity but there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at all. Furthermore, there is no assurance that the net proceeds
received from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company‘s
operations. If the Company is unable to raise additional capital or generate positive cash flow, it is unlikely that the Company will be able to
continue as a going concern.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a
profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated
financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going
concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying consolidated financial statements.

Note 3. Presentation of Interim Information

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in
the opinion of management of New Energy Technologies, Inc., include all adjustments (of a normal recurring nature) considered necessary to
present fairly the financial position of the Company as of November 30, 2009 and August 31, 2009 and the related results of operations,
stockholders‘ equity (deficit), and cash flows for the three months ended November 30, 2009 and 2008 and for the cumulative period from May
5, 1998 (inception) to November 30, 2009. These results have been determined on the basis of generally accepted accounting principles and
practices in the United States and applied consistently with those used in the preparation of the Company‘s 2009 Annual Report on Form 10-K.

Certain information and footnote disclosures normally included in the quarterly financial statements presented in accordance with generally
accepted accounting principles in the United States have been condensed or omitted. It is suggested that the accompanying unaudited interim
consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto incorporated by reference
in the Company‘s 2009 Annual Report on Form 10-K.

Note 4. Summary of Significant Accounting Policies


The preparation of the Company‘s consolidated financial statements requires management to make estimates and use assumptions that affect
the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by management‘s application
of accounting policies. Critical accounting policies for the

                                                                      F-6
Company include accounting for research and development costs and accounting for stock-based compensation. On an on-going basis, the
Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.

Research and Development

Research and development costs represent costs incurred to develop the Company‘s technology, including salaries and benefits for research and
development personnel, allocated overhead and facility occupancy costs, supplies, equipment purchase and repair and other costs. Research
and development costs are expensed when incurred, except for nonrefundable advance payments for future research and development activities
which are capitalized and recognized as expense as the related services are performed.

During the three months ended November 30, 2009 and 2008, the Company incurred $274,314 and $22,250 on research and development
activities.

   Stock-based Compensation

The Company measures all employee stock-based compensation awards using a fair value method on the date of grant and recognizes such
expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to
determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to
make assumptions regarding the warrant and option lives, expected volatility, and risk free interest rates. See Note 9. ―Warrants and Note 10.
―Stock Options‖ for additional information on the Company‘s stock-based compensation plans.


 Recently Issued Accounting Standards


 In June 2009, the Financial Accounting Standards Board (―FASB‖) issued Statement of Financial Accounting Standard (―SFAS‖) No. 168,
 ―The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principals, a replacement of FASB
 Statement No. 162‖ (SFAS 168). This statement modifies the Generally Accepted Accounting Principles (―GAAP‖) hierarchy by
 establishing only two levels of GAAP, authoritative and nonauthoritative accounting literature. Effective July 2009, the FASB Accounting
 Standards Codification (―ASC‖), also known collectively as the ―Codification,‖ is considered the single source of authoritative U.S.
 accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the SEC. Nonauthoritative
 guidance and literature would include, among other things, FASB Concepts Statements, American Institute of Certified Public Accountants
 Issue Papers and Technical Practice Aids and accounting textbooks. The Codification was developed to organize GAAP pronouncements by
 topic so that users can more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each
 of which is identified by a numerical designation.       SFAS 168 is effective for interim and annual periods ending after September 15,
 2009. The Company adopted SFAS 168, effective September 1, 2009, the beginning of its first quarter ended November 30, 2009.


  In September 2009, the FASB issued ASC 820-10 Measuring Liabilities at Fair Values (―ASC 820-10‖). ASC 820-10 provides additional
  guidance on how companies should measure liabilities at fair value. Specifically, the fair value of a liability is not adjusted to reflect the
  impact of contractual restrictions that prevent its transfer. ASC 820-10 will be adopted by the Company in the second quarter of fiscal year
  2010. The Company is currently evaluating the impact of ASC 820-10, but does not expect the adoption to have a material impact on its
  financial position, results of operations, and cash flows.

Note 5. Net Income per Share

Basic net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the
period. Diluted net income per share is computed by dividing the net income by the weighted average number of common and dilutive common
equivalent shares outstanding during the period.


                                                                      F-7
During the three months ended November 30, 2009, stock options and warrants to purchase 3,238,500 shares of common stock with a
weighted-average exercise price of $1.26 per share were not included in the diluted earnings per share computation as the effects would have
been anti-dilutive.

During the three months ended November 30, 2008, stock options and warrants to purchase 4,434,500 shares of common stock with a
weighted-average exercise price of $1.21 per share were not included in the diluted earnings per share computation as the effects would have
been anti-dilutive.

For purposes of earnings per share computations, shares of common stock that are issuable at the end of a reporting period are included as
outstanding.

Following is the computation of basic and diluted net income per share for the three months ended November 30, 2009 and 2008:

                                                                                                   Three Months Ended
                                                                                                      November 30,
                                                                                    2009                        2008

Basic EPS Computation
Numerator: income available
to common stockholders                           $   88,974                                                                   $       3,232,951

Denominator:
                              Weighted average number of
                              common shares outstanding               58,600,600                                                      57,754,600

Basic EPS                                                                                                 $      0.00             $          0.06


Dilutive EPS Computation
Numerator: income available to common stockholders                                                        $    88,974             $     3,232,951

Denominator:
                                                              Weighted average number of
                                                              common shares outstanding                    58,600,600                  57,754,600
                                                              Effect of dilutive securities:
                                                                Warrants                                      874,920                          -
                                                                 Total shares                              59,475,520                  57,754,600

Diluted EPS                                                                                               $      0.00             $          0.06


Note 6. SolarWindow™ Technology

Current Research Agreements

USF Sponsored Research Agreement and Option Agreement

On May 20, 2009, the Company, through its wholly-owned subsidiary, New Energy Solar Corporation (―New Energy Solar‖), entered into a
research agreement (the ―USF Sponsored Research Agreement‖) with University of South Florida Board of Trustees (―USF‖), for support to
the project entitled ―Semitransparent Flexible Power Foil (SFPF)‖ relating to the development of a prototype flexible semi-transparent organic
power foil (1ft by 1ft dimension) for use as an energy-generating window glass in building-integrated photovoltaic products (the ―USF
Technology‖). Pursuant to Rule 24b-2, the Company submitted a request to the SEC for confidential treatment of

                                                                      F-8
certain portions of the USF Sponsored Research Agreement, relating to the payment terms, scope of work under the USF Sponsored Research
Agreement. The Company‘s request was granted by the SEC on June 11, 2009. Accordingly, the terms of the USF Sponsored Research
Agreement have not been disclosed.

On May 20, 2009, the Company, through its wholly-owned subsidiary, New Energy Solar, also entered into an Option Agreement (the ―USF
Option Agreement‖) with the University of South Florida Research Foundation, Inc., a corporation not for profit under Chapter 617 Florida
Statutes, and a direct support organization of USF, pursuant to which New Energy Solar has the right to an exclusive option to obtain an
exclusive worldwide commercial license under certain patents relating to the USF Technology. Pursuant to Rule 24b-2, the Company submitted
a request to the SEC for confidential treatment of certain portions of the USF Option Agreement, relating to the payment terms, scope of work
under the USF Option Agreement. The Company‘s request was granted by the SEC on June 11, 2009. Accordingly, the terms of the USF
Option Agreement have not been disclosed.

Terminated Research Agreements

UIUC Sponsored Research Agreement

On August 25, 2006, through its wholly-owned subsidiary, Sungen Energy, Inc. (―Sungen‖), the Company entered into a Sponsored Research
Agreement (―UIUC Sponsored Research Agreement‖) with the University of Illinois at Urbana-Champaign (―UIUC‖) for the development of a
new patent-pending technology to integrate films of silicon nanoparticle material on glass substrates, acting as photovoltaic solar cells that have
the potential to convert normal home and office glass windows into ones capable of converting solar energy into electricity, with limited loss of
transparency and minimal changes in manufacturing infrastructure (the ―UIUC Silicon Nanoparticle Energy Technology‖). On July 23, 2007,
the Company through its wholly owned subsidiary, Sungen, amended its Sponsored Research Agreement with the UIUC. Pursuant to this
amended Sponsored Research Agreement, the Company agreed to provide an additional $203,617 to the previously awarded amount of
$219,201 for a total of $422,818, to the University of Illinois in order to accelerate the development of films of silicon nanoparticle material
composed of nanosilicon photovoltaic solar cells that have the potential to convert solar radiation to electrical energy.

The UIUC Sponsored Research Agreement expired on August 22, 2008. As of this date, the Company had advanced a total of $266,709 to the
University of Illinois pursuant to the terms of the UIUC Sponsored Research Agreement. Pursuant to the terms of the UIUC Sponsored
Research Agreement, the Company was to advance an additional $156,109 to the University of Illinois, which is included in other accrued
liabilities at November 30, 2009 and August 31, 2009. However, the Company has not made the advance pending determination as to whether
funds previously paid to UIUC under the terms of the UIUC Sponsored Research Agreement have been fully expended. The Company is of
the opinion that to the extent these funds were not expended they are refundable to the Company.

During the three months ended November 30, 2009 and 2008, the Company did not record any research and development expense pursuant to
the UIUC Sponsored Research Agreement. During the period from inception (May 5, 1998) to November 30, 2009, the Company recorded
$422,818 as research and development expense pursuant to the UIUC Sponsored Research Agreement.

Oakland Sponsored Research Agreement

On August 18, 2008, the Company entered into a two-year Sponsored Research Agreement (―Oakland Sponsored Research Agreement‖) with
scientists at Oakland University to further the development of the Company‘s photovoltaic technology for generating electricity on transparent
glass windows.

Pursuant to the terms of the Oakland Sponsored Research Agreement the Company agreed to advance a total of $348,066 to fund the research
and development activities of which $140,519 was payable on or before September 1, 2008, $127,547 was payable on or before October 1,
2009 and $80,000 was payable on demand during the contract period for reimbursement of materials provided by Oakland University. In
August 2008, the Company advanced $140,519 to Oakland University pursuant to the Oakland Sponsored Research Agreement. As of
November 30, 2008, researchers had not expended any funds advanced to them and accordingly, no amortization of the deferred

                                                                       F-9
research and development costs was recorded during the three months ended November 30, 2008. In February 2009, the Company, in order to
preserve its working capital, decided that it was in its best interest not to proceed forward with the Oakland Sponsored Research Agreement
and exercised its termination right by providing written notice to Oakland University of its election to terminate the Oakland Sponsored
Research Agreement. As of the termination date of the Oakland Sponsored Research Agreement, $20,220 of the $140,519 initially advanced to
Oakland University had been expended, all during the quarter ended February 28, 2009. The remaining $120,299 was refunded to the
Company in April 2009.

Note 7. MotionPower™ Technology

Veryst Agreement

On November 4, 2008, the Company, through its wholly-owned subsidiary, KEC, entered into an agreement with Veryst Engineering LLC (the
―Veryst Agreement‖) relating to the development of a car and truck energy harvester. The Veryst Agreement continues until terminated by
either Veryst Engineering LLC or KEC. Pursuant to Rule 24b-2 the Company submitted a request for confidential treatment of certain
portions of the Veryst Agreement, relating to the payment terms, scope of work and the milestone terms of the license agreement under the
Veryst Agreement. The Company‘s request was granted on November 25, 2008.

On September 9, 2009, the Company entered into an agreement with Veryst Engineering, LLC (―Veryst‖) whereby Veryst is performing
ongoing testing of the Company‘s vehicle energy harvester and advancing prototyping. The total cost for such services under this agreement is
$44,350.

Additionally, on September 9, 2009, the Company entered into an agreement with Veryst, whereby Veryst is developing a commercial scale
truck energy harvester. The total cost for such services under this agreement is $178,500.

During the three months ended November 30, 2009, the Company recorded $123,640 as research and development expense pursuant to the
agreements with Veryst entered into on September 9, 2009. During the period from inception (May 5, 1998) to November 30, 2009, the
Company recorded $127,816 as research and development expense pursuant to these same agreements.

Sigma Design Agreement

On May 1, 2009, KEC entered into a consulting agreement with Sigma Design Company (―Sigma Design‖) whereby Sigma Design provides
ongoing engineering and product development services relating to the MotionPower™ Technology. On August 25, 2009, KEC entered into an
additional consulting agreement with Sigma Design whereby Sigma Design continues to provide engineering services relating to the
development of the MotionPower™ Technology (the ―Sigma Design Agreements‖). The Sigma Agreements may be terminated by either
Sigma Design or KEC upon 30 days written notice to the other party.

During the three months ended November 30, 2009 the Company recorded $100,945 as research and development expense pursuant to the
Sigma Design Agreements. During the period from inception (May 5, 1998) to November 30, 2009, the Company recorded $182,613 as
research and development expense pursuant to the Sigma Design Agreements.

Note 8. Capital Stock

Preferred Stock

At November 30, 2009 there were 1,000,000 shares of preferred stock (par value $0.10 per share) authorized, of which no shares were issued
and outstanding. The Board of Directors has the authority to issue such stock in one or more series, to fix the number of shares and to fix and
determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the laws of the State
of Nevada and the Articles of Incorporation.


                                                                       F-10
Common Stock

On February 12, 2008, the Company consummated the sale of an aggregate of 3,675,000 shares of its common stock and Class F Callable
Warrants to purchase up to an additional 3,675,000 shares of the Company‘s common stock for aggregate gross proceeds of $3,675,000
pursuant to the terms of a Securities Purchase Agreement dated February 8, 2008 (the ―2008 Private Placement‖) with certain institutional and
other accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the
―Investors‖). The Class F Callable Warrants are exercisable for a period of three years from the date of issuance at an initial exercise price of
$1.25 per share.

The number of shares issuable upon exercise of the Class F Callable Warrants and the exercise price of the Class F Callable Warrants are
adjustable in the event of stock splits, combinations and reclassifications, but not in the event of the issuance by the Company of additional
securities, unless such issuance is at a price per share which is less than the then applicable exercise price of the Class F Callable Warrants
(―Dilutive Issuance‖), in which event then the exercise price shall be reduced and only reduced to equal the lower issuance price and the
number of shares issuable upon exercise thereof shall be increased such that the aggregate exercise price payable thereunder, after taking into
account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The potential adjustment to
the Class F Callable Warrants exercise price and number of underlying shares of common stock results in a settlement amount that does not
equal the difference between the fair value of a fixed number of the Company‘s common stock and a fixed exercise price. Accordingly, the
Class F Callable Warrants are not considered indexed to the Company‘s own stock and therefore need to be accounted for as a derivative,
effective September 1, 2009, the beginning of the Company‘s fiscal year 2010. As of November 30, 2009 the Company has not sold any
shares of common stock or common stock equivalents that would result in an adjustment to the exercise price or number of shares of common
stock underlying the Class F Callable Warrants. See Note 9. ―Warrants.‖

The Class F Callable Warrants are callable by the Company, at a repurchase price of $0.001 per warrant, subject to certain conditions, after the
earlier to occur of (i) the expiration of the then applicable hold periods for a cashless exercise under Rule 144 as promulgated pursuant to the
Securities Act of 1933, as amended or (ii) the date the registration statement filed pursuant to the Registration Rights Agreement is declared
effective by the SEC, which was declared effective by the SEC on March 21, 2008, if New Energy Technology, Inc.‘s common stock, the
volume weighted average price for each of 5 consecutive Trading Days exceeds $1.75.

Pursuant to the 2008 Private Placement and the Registration Rights Agreement, the Company and the Investors have made other covenants and
representations and warranties regarding matters that are customarily included in financings of this nature.

The Company engaged an agent (the ―Agent‖) to help in the fund raising efforts of the 2008 Private Placement. The Agent was paid a total
cash fee of 7% ($257,250) of the aggregate gross proceeds and Class F Callable Warrants to purchase 514,500 shares of the Company‘s
common stock valued at $642,980 and representing 7% of the total number of shares purchased by the Investors. In addition, the Agent was
reimbursed $6,045 for expenses incurred on behalf of the Company.

At the time of grant, the fair value of the 4,189,500 Class F Callable warrants was $5,236,875, using the Black-Scholes Option Pricing Model
with the following weighted average assumptions: dividend yield of 0%, expected volatility of 159.33%, risk-free interest rates of 4.76%, and
expected lives of 3 years. The proceeds received pursuant to the 2008 Private Placement allocated to the warrants were $2,337,885.

Note 9. Warrants

Class E Warrants

As of November 30, 2009, the Company had 100,000 Class E Warrants outstanding and exercisable. The Class E Warrants have an exercise
price of $0.60 per share and expire on April 23, 2010.


                                                                      F-11
Class F Callable Warrants

On February 12, 2008, the Company completed the 2008 Private Placement (see ―Note 8. Capital Stock‖). Pursuant to the 2008 Private
Placement and payment of a commission to an Agent, the Company issued 4,189,500 Class F Callable Warrants, each to purchase a share of
common stock at $1.25 per share, expiring on February 12, 2011. Refer to Note 8. Capital Stock ―Common Stock‖ for additional disclosures
regarding the terms and conditions related to the Class F Callable Warrants.

As of November 30, 2009, there were 3,188,500 Class F Callable Warrants outstanding and exercisable.

Class F Callable Warrant Liability

On September 1, 2009, the Company adopted guidance which is now part of ASC 815-40, Contracts in Entity’s Own Equity, (formerly
Emerging Issues Task Force (EIFT) 07-5, ―Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity‘s Own
Stock‖). The Company determined that its Class F Callable Warrants contained a Dilutive Issuance provision. As a result, the Company
reclassified 3,188,500 of its Class F Callable Warrants to long-term warrant liability, resulting in a cumulative adjustment to accumulated
deficit as of September 1, 2009 of $342,771.

The Company‘s Class F Callable Warrants are considered derivative financial liabilities and are therefore required to be adjusted to fair value
each quarter. Fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset
or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that
distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity
(observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity‘s own assumptions about market
participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The Company has valued its warrant liability at November 30, 2009 using a Black-Scholes model (Level 3 inputs) containing the following
assumptions: dividend yield of 0%, expected volatility of 178.97%, risk-free interest rate of 0.27%, and expected term of 1.2 years. The
Company recorded a non-cash gain related to the Class F Callable Warrants of $991,254 for the three months ended November 30, 2009. The
Company does not intend to sell any shares of common stock or common stock equivalents at a price that is below the exercise price of Class F
Callable Warrants, prior to their expiration date of February 12, 2011, which would result in an adjustment to the exercise price or number of
shares of common stock underlying the Class F Callable Warrants. Since the Company determined that the future probability of a Dilutive
Issuance is deemed unlikely, it did not have a material impact on the fair value of the Class F Callable Warrants at November 30, 2009.

The following reconciles the warrant liability for the three months ended November 30, 2009:


                                        Beginning Balance, September 1, 2009         $        2,128,331
                                        Change in fair value of warrant liability             (991,254)
                                        Ending Balance, November 30, 2009            $        1,137,077




There were no Class E Warrants or Class F Callable Warrants granted or exercised during the three months ended November 30, 2009.


                                                            Note 10. Stock Options

On October 10, 2006, the Board of Directors (the ―Board‖) of the Company adopted and approved the 2006 Incentive Stock Option Plan (the
―2006 Stock Plan‖) that provides for the grant of stock options to employees, directors, officers and consultants. The 2006 Plan provides for the
granting of stock options to purchase a maximum of 15,000,000 shares of the Company‘s common stock. Stock options granted to employees
under the Company‘s

                                                                      F-12
2006 Plan generally vest over two to five years or as otherwise determined by the plan administrator. Stock options to purchase shares of the
Company‘s common stock expire no later than ten years after the date of grant.


The per share exercise price for each stock option is determined by the Board and may not be below fair market value on the date of
grant. The fair market value of the Company‘s common stock is the closing price of the common stock as listed on the OTCBB on the date of
grant or, if the Company‘s common stock is not traded on the date of grant, the first day of active trading following the date of grant.

The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its
consolidated financial statements over the requisite service period. The grant date fair value of stock options is based on the price of a share of
the Company‘s common stock on the date of grant. In determining the grant date fair value of stock options, the Company uses the
Black-Scholes option pricing model which requires management to make assumptions regarding the option lives, expected volatility, and risk
free interest rates, all of which impact the fair value of the option and, ultimately, the expense that will be recognized over the life of the
option.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a bond with a similar term. The Company
does not anticipate declaring dividends in the foreseeable future. Volatility is calculated based on the historical weekly closing stock prices for
the same period as the expected life of the option. The Company uses the ―simplified‖ method for determining the expected term of its ―plain
vanilla‖ stock options. The Company recognizes compensation expense for only the portion of stock options that are expected to
vest. Therefore, the Company applies an estimated forfeiture rate that is derived from historical employee termination data and adjusted for
expected future employee turnover rates. If the actual number of forfeitures differs from those estimated by the Company, additional
adjustments to compensation expense may be required in future periods.

A summary of the Company‘s stock option activity for the three months ended November 30, 2009 and related information follows:

                                                                                                           Weighted
                                                                                  Weighted Average     Average Remaining          Aggregate
                                                             Number of Options     Exercise Price      Contractual Term (1)   Intrinsic Value (1)

      Outstanding at August 31, 2009 and November 30, 2009            2,150,000           $   0.56         9.50 years            $ 240,000


      Exercisable at November 30, 2009                                   30,000           $   1.12         8.61 years             $        -


      Available for grant at November 30, 2009                       12,850,000


(1)    The weighted average remaining contractual term and aggregate intrinsic value are as of November 30, 2009.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all ―in-the-money‖ options (i.e. the difference
between the Company‘s closing stock price on the last trading day of its first quarter of 2010 and the exercise price, multiplied by the number
of shares) that would have been received by the option holders had all option holders exercised their options on November 30, 2009. The
intrinsic value changes based on the fair market value of the Company‘s common stock.

During the three months ended November 30, 2009 the Company recorded stock compensation expense of $191,616 for the amortization of the
fair value of stock options previously granted and vesting over time, of which $8,887 is included in professional fees and $182,729 is included
in wages and benefits.

During the three months ended November 30, 2008 the Company recorded stock compensation expense of $19,865 for the amortization of the
fair value of stock options previously granted and vesting over time, of which $4,053 is included in management fees – related party and
$15,812 is included in professional fees.


                                                                       F-13
During the three months ended November 30, 2008, the Company also recorded a reversal of stock compensation expense previously recorded
of $3,587,040, of which $3,573,778 is included in wages and benefits and $13,262 is included in professional fees. Upon the resignation of
Mr. Cucinelli as President and CEO of the Company on October 15, 2008 and Mr. Gladwin as a Board member on September 9, 2008,
1,250,000 and 50,000 stock options, respectively, that were previously granted to each of them were forfeited.

As of November 30, 2009, the Company had $734,362 of total unrecognized compensation cost related to unvested stock options which is
expected to be recognized over a period of 3.75 years.

The following table summarizes information about stock options outstanding and exercisable at November 30, 2009:

                                               Stock Options Outstanding                                Stock Options Exercisable
                                                      Weighted                                                 Weighted
                                                      Average                Weighted                          Average                 Weighted
                                Number of            Remaining               Average     Number of            Remaining                Average
                                 Options             Contractual             Exercise     Options             Contractual              Exercise
      Exercise Prices           Outstanding          Life (Years)              Price     Exercisable          Life (Years)              Price

      $ 0.52                       2,000,000                        9.57 $        0.52             —                            — $          —
        0.85                         100,000                        8.78          0.85         20,000                         8.78         0.85
        1.66                          50,000                        8.28          1.66         10,000                         8.28         1.66
      $ 0.52 – $ 1.66              2,150,000                        9.50 $        0.56         30,000                         8.61 $       1.12



The Company does not repurchase shares to fulfill the requirements of options that are exercised. Further, the Company issues new shares
when options are exercised.

Note 11. Related Party Transactions

Wages and benefits

During the three months ended November 30, 2009 and 2008, the Company incurred $42,065 and $27,361 in wages and benefits expense for
services rendered by Mr. Meetesh Patel, the Company‘s President, Chief Executive Officer (the ―CEO‖), Chief Financial Officer (the ―CFO‖),
and Director of the Company. Additionally, during the three months ended November 30, 2009, the Company recorded stock compensation
expense of $182,729 related to the stock option granted to Mr. Patel on June 24, 2009. Pursuant to an Employment Agreement dated June 24,
2009 with Mr. Patel, the Board approved an annual salary of $150,000 and the grant of a stock option to purchase up to 2,000,000 shares of the
Company‘s common stock, subject to certain vesting requirements, at an exercise price of $0.52 per share, the fair market value of the
Company‘s common stock on the date of grant. The fair value of the 2,000,000 stock options granted was estimated at $0.49 each, for a total
of $980,000, using the Black-Scholes Option Pricing Model.

During the three months ended November 30, 2009 and 2008, the Company incurred $566 and $77,154 in wages and benefits expense for
services rendered by Mr. Cucinelli, the former President and CEO of the Company, which includes $50,000 severance pursuant to an
Employment Termination Agreement, dated October 15, 2008 between the Company and Mr. Cucinelli.

On October 15, 2008, Mr. Nicholas Cucinelli resigned as President and Chief Executive Officer of the Company. As a result, the stock option
granted him on February 15, 2008 to purchase 1,250,000 shares of common stock was forfeited pursuant to the terms of an Employment
Termination Agreement between the Company and Mr. Cucinelli. As a result of Mr. Cucinelli‘s resignation, stock option compensation
expense of $3,573,778 previously recorded for Mr. Cucinelli‘s stock option was reversed during the quarter ended November 30, 2008 and is
included in wages and benefits.

                                                                     F-14
Management fees – related party

During the three months ended November 30, 2008, the Company incurred $6,553, including stock compensation of $4,053, for services
rendered by Mr. Frank Fabio, the former consultant CFO of the Company. Mr. Fabio resigned as CFO, effective January 9, 2009.

On September 12, 2008, the Company granted a stock option to Mr. Fabio to purchase, subject to applicable vesting provisions, 50,000 shares
of the Company‘s common stock at an exercise price of $0.78 per share. The fair value of the 50,000 stock options was $35,500 on the date of
grant. Under the terms of the stock option agreement, the stock option granted to Mr. Fabio to purchase 50,000 shares of common stock was
all forfeited upon his resignation. Accordingly, stock option compensation expense of $4,053 recorded during the quarter ended November 30,
2008 for Mr. Fabio‘s stock option was reversed during the quarter ended February 28, 2009.

Professional fees

Non-employee Board members receive $2,500 per quarter for services rendered in the capacity of a Board member.

During the three months ended November 30, 2009 the Company incurred $16,387, including stock compensation of $8,887, for services
rendered by non-employee directors of the Company, which is included in professional fees.

During the three months ended November 30, 2008, the Company incurred $11,783, including stock compensation of $2,550, for services
rendered by non-employee directors of the Company, which is included in professional fees.

During the three months ended November 30, 2009 and 2008, the law firm of Sierchio & Company, LLP (―S&C LLP‖), the Company‘s
corporate and securities legal counsel, provided $33,753 and $17,775 of legal services to the Company. Joseph Sierchio, a non-employee
director of the Company, is a principal of S&C LLP. At November 30, 2009, the Company owed S&CG LLP $24,750 which is included in
accounts payable.

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal
course of business.

Note 12. Subsequent Events

The Company has evaluated subsequent events through January 7, 2010, which is the date on which these consolidated financial statements
were issued. There have not been any events subsequent to November 30, 2009, other than the sublease agreement and the stock option grants
as disclosed in the following paragraphs, that would require additional disclosure in the consolidated financial statements or that would have a
material impact on the Company‘s consolidated financial position, results of operations, or cash flows for the three months ended November
30, 2009 and 2008 and the cumulative period since inception (May 5, 1998) to November 30, 2009.

The Company‘s corporate office is located at 3905 National Drive, Suite 110, Burtonsville, Maryland 20866. Through November 30, 2009, the
offices were being provided to the Company on a rent free basis by MVP Law Group, P.A., of which the Company‘s Chief Executive Officer
and President is a founder and managing attorney. Effective December 1, 2009, the Company entered into a one year sublease agreement with
MVP Law Group, P.A., whereby the Company will pay MVP Law Group, P.A. $900 per month for this office space.

   On December 15, 2009, the Board approved and the Company granted a stock option to Mr. Meetesh Patel, the Company‘s President and
   Chief Executive Officer permitting Mr. Patel to purchase up to 250,000 shares of the Company‘s common stock at an exercise price of
   $0.44 per share, the fair market value of the Company‘s common stock on the date of grant. The fair market value of the Company‘s
   common stock is the closing price of the common stock as quoted on the OTCBB on December 15, 2009 or, if the Company‘s common
   stock is not traded on the date of grant, the first day of active trading following the date of grant. The stock option granted to Mr. Patel is
   fully vested and exercisable upon grant and expires five years from the grant date, on December 15, 2014.

   On December 15, 2009, the Board also approved and the Company granted a stock option to each of three of its

                                                                      F-15
nonemployee directors permitting each to purchase, subject to applicable vesting provisions, 50,000 shares of the Company‘s common stock
at an exercise price of $0.44 per share, the fair market value of the Company‘s common stock on the date of grant. Each stock option
expires five years from the date of grant, on December 15, 2014 and vests as follows: (a) as to 20,000 shares on December 16, 2009; (b) as
to 15,000 shares on December 16, 2010; and (c) as to 15,000 shares on December 16, 2011. The stock options are further subject to the
terms and conditions of a stock option agreement between each director and the Company. Under the terms of the stock option agreement,
the stock option agreement will terminate and there will be no further vesting of stock options effective as of the date that the director ceases
to be a director of the Company. Upon termination of such service, the director will have a specified period of time to exercise vested stock
options, if any.

                                                                    F-16
                             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
New Energy Technologies, Inc.
Burtonsville, Maryland


We have audited the accompanying consolidated balance sheets of New Energy Technologies, Inc. (formerly Octillion Corp.) and Subsidiaries
("the Company") (a development stage company) as of August 31, 2009 and 2008, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended, and for the cumulative period from May 5, 1998 (inception), to
August 31, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of New
Energy Technologies, Inc. and Subsidiaries as of August 31, 2009 and 2008, and the results of their operations and their cash flows for the
years then ended, and for the cumulative period from May 5, 1998 (inception), to August 31, 2009, in conformity with accounting principles
generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has experienced recurring losses from operations since inception,
and has a substantial accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/S/ PETERSON SULLIVAN LLP


Seattle, Washington
December 15, 2009


                                                                      F-17
                                                       NEW ENERGY TECHNOLOGIES, INC.
                                                            (Formerly "Octillion Corp.")
                                                          (A Development Stage Company)

                                                        CONSOLIDATED BALANCE SHEETS
                                                           AUGUST 31, 2009 AND 2008
                                                            (Expressed in U.S. Dollars)

                                                                                                                     August 31,                      August 31,
                                                                                                                       2009                            2008

                                                                         ASSETS

Current assets
 Cash and cash equivalents                                                                                     $             2,736,221       $           2,992,010
 Deferred research and development costs                                                                                        39,559                     140,519
 Prepaid expenses and other current assets                                                                                       7,586                         500
Total current assets                                                                                                         2,783,366                   3,133,029

Fixed assets, net of accumulated depreciation of $0 and $2,659                                                                       -                            -

Total assets                                                                                                   $             2,783,366       $           3,133,029


                                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
 Accounts payable                                                                                              $                 98,467          $          35,331
 Accrued liabilities                                                                                                            156,109                    156,109
Total current liabilities                                                                                                       254,576                    191,440

Commitments and Contingencies

Stockholders' equity
 Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding at August
31, 2009 and 2008                                                                                                                        -                        -
 Common stock: $0.001 par value; 100,000,000 shares authorized, 58,600,600 and 57,754,600 shares issued
and outstanding at August 31, 2009 and 2008                                                                                       58,601                    57,755
 Additional paid-in capital                                                                                                    8,622,458               10,986,585
 Accumulated other comprehensive income                                                                                                -                    10,693
 Deficit accumulated during the development stage                                                                            (6,152,269)               (8,113,444)
Total stockholders' equity                                                                                                     2,528,790                 2,941,589

Total liabilities and stockholders' equity                                                                     $              2,783,366          $       3,133,029



                                  (The accompanying notes are an integral part of these consolidated financial statements)




                                                                            F-18
                                               NEW ENERGY TECHNOLOGIES, INC.
                                                     (Formerly "Octillion Corp.)
                                                  (A Development Stage Company)

                                      CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008 AND FOR THE
                                 PERIOD FROM INCEPTION (MAY 5, 1998) TO AUGUST 31, 2009
                                                (Expressed in U.S. Dollars)


                                                                                                                       Cumulative
                                                                                   Year Ended                         May 5, 1998
                                                                                   August 31,                         (inception) to
                                                                 2009                           2008                 August 31, 2009

Revenue                                             $                      -           $                 -       $                  -

Operating (income) expense
 Investor relations                                                   51,293                     1,109,500                  2,190,818
 Marketing                                                           372,220                             -                    372,220
 Wages and benefits                                              (3,161,464)                     3,898,353                    803,996
 Management fees - related party                                       4,472                             -                    207,546
 Professional fees                                                   302,364                       211,861                    732,602
 Research and development                                            323,848                       248,272                    760,775
 Travel and entertainment                                             66,651                       152,863                    299,298
 Other operating expenses                                             90,022                       127,160                    311,353
Total operating (income) expense                                 (1,950,594)                     5,748,009                  5,678,608

Income (loss) from operations                                     1,950,594                     (5,748,009)                (5,678,608)

Other income (expense)
 Interest income                                                       7,743                        53,668                      98,582
 Interest expense                                                      (267)                         (516)                    (11,002)
 Loss on disposal of fixed assets                                          -                       (5,307)                     (5,307)
 Gain on dissolution of foreign subsidiary                            59,704                             -                      59,704
 Foreign exchange loss                                              (56,599)                      (21,381)                    (83,541)
 Payable forgiven                                                          -                             -                      30,000
Total other income                                                    10,581                        26,464                      88,436

Income (loss) from continuing operations                          1,961,175                     (5,721,545)                (5,590,172)

Loss from discontinued operations                                              -                             -               (162,097)

Net income (loss)                                   $             1,961,175            $        (5,721,545)      $         (5,752,269)


Net income (loss) per share:
 Continuing operations                              $                   0.03           $             (0.10)
 Discontinued operations                                                   -                            -
                                                    $                   0.03           $             (0.10)


Weighted average number of
common shares outstanding:
 Basic and diluted                                               57,837,460                     55,971,786

                          (The accompanying notes are an integral part of these consolidated financial statements)


                                                                    F-19
                                                           NEW ENERGY TECHNOLOGIES, INC.
                                                                (formerly "Octillion Corp.")
                                                              (A Development Stage Company)

                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                FROM MAY 5, 1998 (INCEPTION) TO AUGUST 31, 2009
                                                            (Expressed in U.S. Dollars)


                                                                                               Accumulated
                                                                                                  Other              Deficit
                                                                                                                   Accumulated
                        Preferred Stock        Common Stock               Additional          Comprehensive         During the       Comprehensive            Total
                                                                                                                                                          Stockholders'
                        Shares       Amount   Shares       Amount       Paid-in Capital        Income (Loss)       Development       Income (Loss)       Equity (Deficit)
                                                                                                                      Stage

Restricted common
stock
issued to related
parties for
management
services
at $0.003 per share              -      $ -    9,000,000    $9,000           $ (6,000)                    $ -               $ -                 $ -                $3,000

Unrestricted
common stock sales
to third parties at              -        -    1,125,000     1,125             148,875                         -                 -                   -            150,000
$0.13 per share

Comprehensive
income (loss)
Net loss for the                 -        -            -            -                     -                    -        (12,326)            (12,326)             (12,326)
period
Total comprehensive                                                                                                                         (12,326)
loss

Balance, August 31,              -        -   10,125,000    10,125             142,875                         -        (12,326)                     -            140,674
1998

Comprehensive
income (loss)
Net loss for the year            -        -            -            -                     -                    -        (77,946)            (77,946)             (77,946)
Total comprehensive                                                                                                                         (77,946)
loss

Balance, August 31,              -        -   10,125,000    10,125             142,875                         -        (90,272)                     -             62,728
1999

Comprehensive
income (loss)
Net loss for the year            -        -            -            -                     -                    -        (12,446)            (12,446)             (12,446)
Total comprehensive                                                                                                                         (12,446)
loss

Balance, August 31,              -        -   10,125,000    10,125             142,875                         -       (102,718)                     -             50,282
2000

Comprehensive
income (loss)
Net loss for the year            -        -            -            -                     -                    -        (12,904)            (12,904)             (12,904)
Total comprehensive                                                                                                                         (12,904)
loss

Balance, August 31,              -        -   10,125,000    10,125             142,875                         -       (115,622)                     -             37,378
2001

Comprehensive
income (loss)
Net loss for the year   -   -            -        -         -   -    (54,935)    (54,935)    (54,935)
Total comprehensive                                                              (54,935)
loss

Balance, August 31,     -   -   10,125,000   10,125   142,875   -   (170,557)           -    (17,557)
2002

Restricted common
stock issued to
a related party to
satisfy outstanding
management fees at
$0.003 per share
on December 19,         -   -   24,000,000   24,000    56,000   -           -           -     80,000
2002

Restricted common
stock issued to a
related party to
satisfy outstanding
management fees at
$0.003 per share
on March 18, 2003       -   -    6,999,600    7,000    16,332   -           -           -     23,332

Comprehensive
income (loss)
Net loss for the year   -   -            -        -         -   -    (97,662)    (97,662)    (97,662)
Total comprehensive                                                              (97,662)
loss

Balance, August 31,     -   -   41,124,600   41,125   215,207   -   (268,219)           -    (11,887)
2003

Comprehensive
income (loss)
Net loss for the year   -   -            -        -         -   -    (19,787)    (19,787)    (19,787)
Total comprehensive                                                              (19,787)
loss

Balance, August 31,     -   -   41,124,600   41,125   215,207   -   (288,006)           -    (31,674)
2004

Comprehensive
income (loss)
Net loss for the year   -   -            -        -         -   -   (103,142)   (103,142)   (103,142)
Total comprehensive                                                             (103,142)
loss

Balance, August 31,     -   -   41,124,600   41,125   215,207   -   (391,148)           -   (134,816)
2005

Issuance of common
stock and warrants
at $0.17 per share on   -   -    3,000,000    3,000   497,000   -           -           -    500,000
May 16, 2006

Comprehensive
income (loss)
Net loss for the year   -   -            -        -         -   -   (157,982)   (157,982)   (157,982)
Total comprehensive                                                             (157,982)
loss

Balance, August 31,     -   -   44,124,600   44,125   712,207   -   (549,130)           -    207,202
2006

Exercise of Class A
Warrants at $0.167
per share during        -   -    3,000,000    3,000   497,000   -           -           -    500,000
November -
December 2006
Exercise of Class B
Warrants at $0.183
per share November      -   -    3,000,000    3,000    547,000          -             -             -      550,000
- May 2007

Exercise of Class C
Warrants at $0.50
per share during        -   -     980,000      980     489,020          -             -             -      490,000
August 2007

Exercise of Class D
Warrants at $0.55
per share during        -   -     880,000      880     483,120          -             -             -      484,000
August 2007

Exercise of Class E
Warrants at $0.60
per share during        -   -     880,000      880     527,120          -             -             -      528,000
August 2007

Issuance of common
stock and warrants
at $0.50 per share on   -   -    1,000,000    1,000    499,000          -             -             -      500,000
April 23, 2007

Dividend paid - spin
off of MircoChannel
Technologies            -   -            -        -           -         -    (400,000)              -    (400,000)
Corporation

Comprehensive
income (loss)
Foreign currency        -   -            -        -           -   (1,811)             -       (1,811)       (1,811)
translation
adjustments

Net loss for the year   -   -            -        -           -         -   (1,442,769)   (1,442,769)   (1,442,769)
Total comprehensive                                                                       (1,444,580)
loss

Balance, August 31,     -   -   53,864,600   53,865   3,754,467   (1,811)   (2,391,899)                  1,414,622
2007

Common stock and        -   -    3,675,000    3,675   3,392,280         -             -             -    3,395,955
warrants issued for
cash
and services at $1.00
per Unit in February
2008

Exercise of Class C     -   -
Warrants at $0.50
per share during                   20,000       20       9,980          -             -             -       10,000
March 2008

Exercise of Class D     -   -
Warrants at $0.55
per share during                   20,000       20      10,980          -             -             -       11,000
May 2008

Exercise of Class F
Warrants at $1.25
per share during        -   -     175,000      175     218,575          -             -             -      218,750
April - May 2008

Stock based             -   -            -        -   3,600,303         -             -             -    3,600,303
compensation

Comprehensive
income (loss)
Foreign currency          -     -               -           -                  -             12,504                   -        12,504        12,504
translation
adjustments

Net loss for the year     -     -               -           -                  -                   -       (5,721,545)     (5,721,545)   (5,721,545)
Total comprehensive                                                                                                        (5,709,041)
loss

Balance, August 31,       -     -     57,754,600      57,755        10,986,585               10,693        (8,113,444)                    2,941,589
2008

Reversal of stock based
compensation due to
forfeiture
  of stock options        -     -               -           -       (3,591,093)                    -                  -              -   (3,591,093)

Exercise of Class E
Warrants at $0.60
per share during July     -     -         20,000          20             11,980                    -                  -              -       12,000
2009

Exercise of Class F
Warrants at $1.25
per share during July     -     -        826,000         826          1,031,674                    -                  -              -    1,032,500
- August 2009

Stock based               -     -               -           -          183,312                     -                  -              -      183,312
compensation

Comprehensive
income
Foreign currency          -     -               -           -                  -           (10,693)                   -      (10,693)      (10,693)
translation
adjustments

Net income for the        -     -               -           -                  -                   -         1,961,175      1,961,175     1,961,175
year
Total comprehensive                                                                                                       $ 1,950,482
income

Balance, August 31,       -   $ -     58,600,600     $58,601        $8,622,458                  $ -     $ (6,152,269)                    $2,528,790
2009


                               (The accompanying notes are an integral part of these consolidated financial statements)




                                                                          F-20
                                                                 NEW ENERGY TECHNOLOGIES, INC.
                                                                      (Formerly "Octillion Corp.")
                                                                    (A Development Stage Company)

                                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                FOR THE YEARS ENDED AUGUST 31, 2009 AND 2008 AND FOR THE
                                                  PERIOD FROM INCEPTION (MAY 5, 1998) TO AUGUST 31, 2009
                                                                 (Expressed in U.S. Dollars)




                                                                                                                                            Cumulative
                                                                                                           Year Ended                      May 5, 1998
                                                                                                           August 31,                      (inception) to
                                                                                               2009                     2008              August 31, 2009


Cash flows from operating activities
 Income (loss) from continuing operations                                                $     1,961,175           $    (5,721,545)   $        (5,590,172)
  Add: loss from discontinued operations                                                              -                          -               (162,097)
Adjustments to reconcile net income (loss) to net cash used in operating activities
   Depreciation                                                                                        -                     1,288                   4,482
   Reversal of stock based compensation expense due to forfeiture of stock options            (3,591,093)                       -              (3,591,093)
   Stock based compensation expense                                                               183,312                3,600,303               3,783,615
   Loss of disposal of fixed assets                                                                    -                     5,307                   5,307
   Payable written off                                                                                 -                        -                 (30,000)
   Common stock issued for services                                                                    -                        -                    3,000
   Common stock issued for debt settlement                                                             -                        -                  103,332
 Changes in operating assets and liabilities:
   Decrease (increase) in deferred research and development costs                                100,960                 (140,519)                (39,559)
   Increase in prepaid expenses and other current assets                                          (7,086)                    (500)                 (7,586)
   Increase in accounts payable                                                                    63,136                   34,178                  98,467
   Increase in accrued liabilities                                                                       -                 133,557                156,109
   Increase in accounts payable - related party                                                        -                        -                   30,000
 Net cash used in operating activities                                                        (1,289,596)               (2,087,931)            (5,236,195)


Cash flows from investing activity
 Purchase of fixed assets                                                                              -                    (6,144)                (9,789)
 Net cash used in investing activity                                                                   -                    (6,144)                (9,789)


Cash flows from financing activities
 Proceeds from the issuance of common stock and exercise of warrants, net                      1,044,500                 3,635,705               8,382,205
 Repayment of promissory note                                                                         -                         -                (155,000)
 Proceeds from promissory notes                                                                       -                         -                  155,000
 Dividend paid                                                                                        -                         -                (400,000)
 Net cash provided by financing activities                                                     1,044,500                 3,635,705               7,982,205


Increase (decrease) in cash and cash equivalents                                               (245,096)                 1,541,630               2,736,221

Effect of foreign currency translation                                                          (10,693)                    12,504                      -


Cash and cash equivalents at beginning of period                                               2,992,010                 1,437,876                      -

Cash and cash equivalents at end of period                                               $     2,736,221           $     2,992,010    $          2,736,221




Supplemental disclosure of cash flow information:
 Interest paid in cash                                                                   $            267          $           516    $             11,002
 Income taxes paid in cash                                                               $             -           $            -     $                 -


Supplemental disclosure of non-cash transaction:
Accrued management fees converted to equity                                                   $               -             $      -   $   103,332
Warrants issued for broker commissions                                                        $               -             $      -   $   642,980

                                        (The accompanying notes are an integral part of these consolidated financial statements)

                                                                                 F-21
                                                 NEW ENERGY TECHNOLOGIES, INC.
                                                     (Formerly “Octillion Corp.”)
                                                   (A Development Stage Company)

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                    August 31, 2009 and 2008
                                                   (Expressed in U.S. Dollars)

Note 1: Organization and Description of Business

New Energy Technologies, Inc. (the ―Company‖) was incorporated in the State of Nevada on May 5, 1998, under the name ―Octillion Corp.‖
On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sungen Energy, Inc.
(―Sungen‖), Kinetic Energy Corporation (―KEC‖), Octillion Technologies Limited (―Octillion Technologies‖) and New Energy Solar
Corporation (―New Energy Solar‖).

Sungen was incorporated on July 11, 2006 in the State of Nevada and has no assets and no liabilities.

KEC was incorporated on June 19, 2008 in the State of Nevada and has no assets and no liabilities.

Octillion Technologies was incorporated on April 11, 2007 in the Province of British Columbia, Canada for providing administrative services
to the Company‘s Canadian office. The Company ceased to conduct business in Canada on August 31, 2008 and closed this office. As a result,
the Company dissolved Octillion Technologies and eliminated all intercompany balances, effective December 1, 2008.

New Energy Solar was incorporated on February 9, 2009 in the State of Florida and has no assets and no liabilities.

On August 22, 2007, the Company spun off its wholly-owned biotechnology subsidiary, MicroChannel Technologies Corporation
(―MicroChannel‖) with the shareholders of the Company. The net assets and results of operations of MicroChannel of the prior period have
been reclassified as discontinued operations.

Since inception, the Company has been a technology incubator focused on the identification, acquisition, development and eventual
commercialization of emerging technologies initially in the biotech and subsequently in the alternative energy sectors. However, commencing
in August 2007 with the spinoff of the Company‘s then wholly-owned subsidiary, MicroChannel Technologies Corporation, the Company
elected to focus all of its resources on alternative energy technologies. Accordingly, effective December 2, 2008 the Company changed its
name to ―New Energy Technologies, Inc.‖ so as to more accurately reflect its focus on alternative energy technologies. The Company‘s
strategy is to develop new technologies and, where warranted, acquire rights to obtain licenses to technologies and products that are being
developed by third parties, primarily universities and government agencies, through sponsored research and development agreements.

The Company conducts its current operations through its two wholly-owned subsidiaries:

                  KEC; and
                  New Energy Solar

The Company is currently focusing its development efforts on two technologies, namely:

                MotionPower™ Technology for capturing the kinetic energy of moving vehicles in order to use this captured energy to generate
            electricity; and

               SolarWindow™ Technology which enables transparent glass windows to generate electricity by coating their glass surfaces with
            the world‘s smallest known solar cells.

                                                                     F-22
Note 2. Going Concern Uncertainties

The Company is a development stage company, has not generated any revenues, has an accumulated deficit of $6,152,269 as of August 31,
2009, and does not have positive cash flows from operating activities. The accompanying consolidated financial statements have been
prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the
Company as a going concern, which is dependent upon the Company‘s ability to establish itself as a profitable business.

Due to the start-up nature of the Company‘s business, the Company expects to incur additional losses as it continues to develop its
technologies. To date, the Company‘s cash flow requirements have primarily been met by a private placement of common stock and warrants
for net proceeds of $3,395,955 on February 12, 2008 and proceeds received from the exercise of warrants. Management recognizes that in
order to meet the Company‘s capital requirements, and continue to operate, additional financing will be necessary. The Company expects to
raise additional funds through private or public equity investments in order to support existing operations and expand the range and scope of its
business operations. The Company will seek access to private or public equity but there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at all. Furthermore, there is no assurance that the net proceeds
received from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company‘s
operations. If the Company is unable to raise additional capital or generate positive cash flow, it is unlikely that the Company will be able to
continue as a going concern.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a
profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated
financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going
concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying consolidated financial statements.

Note 3: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States (―U.S. GAAP‖).

Principles of Consolidation

These consolidated financial statements presented are those of the Company and its wholly-owned subsidiaries, MicroChannel Technologies
Corporation, Octillion Technologies Limited, Sungen Energy, Inc. Kinetic Energy Corporation, and New Energy Solar Corporation. As a
result of the spin-off of MicroChannel, on August 22, 2007, the net assets and results of operations of MicroChannel have been reclassified as
discontinued operations. All significant intercompany balances and transactions have been eliminated.

Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Areas where management uses subjective judgment include valuation
of equity instruments. Actual results can differ from those estimates and assumptions.




                                                                      F-23
Reclassifications

Certain reclassifications have been made to prior fiscal year amounts or balances to conform to the presentation adopted in the current fiscal
year.

Foreign Operations and Foreign Currency Translation

The functional currencies of the Company‘s international subsidiaries are the local currency of the country in which the subsidiary is located.
Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Translation adjustments
resulting from this process are charged or credited to accumulated other comprehensive income. Revenues and expenses of the Company‘s
consolidated foreign operations are translated at the average rates of exchange prevailing during the year. Gains and losses on foreign currency
transactions are included in foreign exchange gain or loss.

Cash and Cash Equivalents

Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. On occasion, the Company has
amounts deposited with financial institutions in excess of federally insured limits.

   Research and Development

Research and development costs represent costs incurred to develop the Company‘s technologies and are incurred pursuant to the Company‘s
sponsored research agreements with UIUC, Oakland University and USF, a development agreement with Veryst Engineering LLC, a letter of
intent with V2G Enterprises, LLC and a consulting agreement with Sigma Design. These agreements include salaries and benefits for research
and development personnel, allocated overhead and facility occupancy costs, contract services and other costs. Research and development costs
are expensed when incurred, except for nonrefundable advance payments for future research and development activities which are capitalized
and recognized as expense as the related services are performed.

During the years ended August 31, 2009 and 2008, the Company incurred $323,848 and $248,272 on research and development
activities. From inception (May 5, 1998) to August 31, 2009, the Company incurred $760,775 on research and development activities.

   Stock-Based Compensation

The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its
consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair
value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions
regarding the warrant and option lives, expected volatility, and risk free interest rates. See Note 8. ―Warrants‖ and Note 9. ―Stock Options‖ for
additional information on the Company‘s stock-based compensation plans.

Income Taxes

 The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and
 liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing
 assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured
 using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected
 to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that
 includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be
 realized.

  The Company accounts for unrecognized tax benefits in accordance with FASB Interpretation No. 48, ―Accounting

                                                                      F-24
  for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109‖ (FIN 48). See Note 11. ―Income Taxes‖ for further
  discussion.

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and
specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they
cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The carrying value of cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair value because of the short-term
nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from
these financial instruments.

Segment Reporting
The Company‘s business is considered as operating in one segment based upon the Company‘s organizational structure, the way in which the
operations are managed and evaluated, the availability of separate financial results and materiality considerations.

Comprehensive Income

The Company has adopted the Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income , which
establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is
disclosing this information on its Statement of Stockholders' Equity (Deficit). Comprehensive income comprises all changes to equity except
those resulting from investments by owners and distributions to owners.

Net Income (Loss) Per Share

The computation of basic net income (loss) per common share is based on the weighted average number of shares that were outstanding during
the year. The computation of diluted net income (loss) per common share is based on the weighted average number of shares used in the basic
net income (loss) per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive
common shares outstanding using the treasury stock method for shares subject to stock options and warrants. See Note 4. ―Net Income (Loss)
Per Share‖ for further discussion.

All share and per share amounts reflect the 3 for 1 stock split effective September 1, 2006.

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of the Company‘s securities and their immediate families, (ii) the
Company‘s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or
(iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between related parties.

  Recently Issued Accounting Standards
 In June 2009, the Financial Accounting Standards Board (―FASB‖) issued Statement of Financial Accounting Standard (―SFAS‖) No. 168,
 ―The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB
 Statement No. 162‖ (SFAS 168). This statement modifies the Generally Accepted Accounting Principles (―GAAP‖) hierarchy by
 establishing only two levels of GAAP, authoritative and nonauthoritative accounting literature. Effective July 2009, the FASB Accounting
 Standards Codification (―ASC‖), also known collectively as the ―Codification,‖ is considered the single source of authoritative U.S.
 accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by

                                                                      F-25
 the SEC. Nonauthoritative guidance and literature would include, among other things, FASB Concepts Statements,
 American Institute of Certified Public Accountants Issue Papers and Technical Practice Aids and accounting textbooks. The Codification was
 developed to organize GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance. It is organized
 by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation. SFAS 168 is effective for interim and
 annual periods ending after September 15, 2009. The Company will adopt SFAS 168, effective September 1, 2009, the beginning of its first
 quarter ended November 30, 2009.

In May 2009, the FASB issued SFAS No. 165, ―Subsequent Events‖ (SFAS 165), which defines and establishes the period after the balance
sheet date during which management of a reporting entity evaluates transactions and events for potential disclosure in the financial statements
in addition to disclosing the date through which such events have been evaluated. SFAS 165 is effective for financial statements issued for
fiscal years and interim periods ending after June 15, 2009 and is to be applied prospectively. The adoption of SFAS 165 did not have a
material impact on the Company‘s financial position, consolidated results of operations, or cash flows. In accordance with SFAS 165, the
Company has evaluated subsequent events through December 15, 2009, which is the date on which these financial statements were issued.

In September 2006, the Financial Accounting Standards Board (―FASB‖) issued SFAS No. 157, ―Fair Value Measurements‖ (SFAS 157),
which establishes a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. In February
2008, the FASB issued FASB Staff Position No. 157-2, ―Effective Date of FASB Statement 157‖ (FSP 157-2), which allows for the deferral of
the adoption date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value
in the financial statements on a recurring basis. The Company is required to adopt SFAS 157 for the assets and liabilities within the scope of
FSP 157-2 on September 1, 2009, the beginning of its fiscal year 2010. The Company does not expect the adoption of SFAS 157 for
non-financial assets and liabilities to have a material impact on its consolidated financial statements. In October 2008, the FASB issued FASB
Staff Position No. 157-3, ―Determining the Fair Value of a Financial Asset in a Market That Is Not Active‖ (FSP 157-3), which clarifies the
application of SFAS 157 when the market for a financial asset is inactive. The guidance in FSP 157-3 was effective immediately and did not
have a material effect on the Company‘s consolidated financial statements. In April 2009, the FASB issued FASB Staff Position No. 157-4,
―Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly‖ (FSP 157-4), which provides additional guidance in determining when observable transaction prices or
quoted prices in markets that have become less active require significant adjustments to estimate fair value. FSP 157-4 supersedes FSP 157-3
and is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for
periods ending after March 15, 2009. The Company adopted FSP 157-4 on June 1, 2009, the beginning of its fourth quarter ended August 31,
2009. The application of FSP 157-4 did not have a material effect on the Company‘s consolidated financial statements.

In April 2009, the FASB issued FSP 107-1 and Accounting Principles Board (APB) 28-1 "Interim Disclosures about Fair Value of Financial
Instruments". FSP 107-1 amends SFAS 107 "Disclosures about Fair Value of Financial Instruments" to require an entity to provide disclosures
about fair value of financial instruments in interim financial information. FSP 107-1 is to be applied prospectively and is effective for interim
and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The Company included
the required disclosures in this Form 10-K for the year ending August 31, 2009.

In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's
Own Stock" (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial
instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement
provisions. It also clarifies the impact of foreign currency denominated strike prices and market-based employee stock option valuation
instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The company will adopt EITF 07-5
on September 1, 2009, the beginning of its fiscal year 2010. The Company is currently evaluating the potential impact, if any, EITF 07-5 will
have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, ―Noncontrolling Interests in Consolidated Financial

                                                                       F-26
Statements, an Amendment of Accounting Research Bulletin No 51‖ (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent, changes in a parent‘s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent‘s
ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity
investment. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. Early adoption is prohibited. The Company must adopt SFAS 160 on September 1, 2009, the beginning of its fiscal
year 2010. The Company does not expect the application of SFAS No. 160 to have a material effect on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141R, ―Business Combinations‖ (SFAS 141R), which establishes principles and requirements
for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, and
interim periods within those fiscal years. The Company must adopt SFAS 141R on September 1, 2009, the beginning of its fiscal year
2010. The Company does not expect the application of SFAS 141R to have a material effect on its consolidated financial statements.

Note 4: Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding
during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of
common and dilutive common equivalent shares outstanding during the period.

During the year ended August 31, 2009, stock options and warrants to purchase 5,438,500 shares of common stock with a weighted-average
exercise price of $0.97 per share were not included in the diluted earnings per share computation as the effects would have been anti-dilutive.

During the year ended August 31, 2008, the Company recorded a net loss. Therefore, the issuance of shares of common stock from the
exercise of stock options or warrants would be anti-dilutive. Excluded from the computation of diluted net loss per share for the year ended
August 31, 2008, because their effect would be anti-dilutive, are stock options and warrants to acquire 5,584,500 shares of common stock with
a weighted-average exercise price of $1.32 per share.

As the inclusion of all potentially dilutive stock options and warrants outstanding would have been anti-dilutive during the years ended August
31, 2009 and 2008, basic and diluted net income (loss) per share are the same.

For purposes of earnings per share computations, shares of common stock that are issuable at the end of a reporting period are included as
outstanding.

Following is the computation of basic and diluted net income (loss) per share for the years ended August 31, 2009 and 2008:




                                                                     F-27
                                                                                                               Year Ended
                                                                                                               August 31,
                                                                                                       2009                       2008

     Numerator - net income (loss)                                                                    $    1,961,175          $ (5,721,545)

     Denominator - weighted average number
                  of common shares outstanding -basic and diluted                  57,837,460                                     55,971,786

     Basic and diluted net income (loss) per common share                                         $         0.03              $        (0.10)



Note 5. SolarWindow™ Technology

Current Research Agreements

USF Sponsored Research Agreement and Option Agreement

On May 20, 2009, the Company, through its wholly-owned subsidiary, New Energy Solar Corporation (―New Energy Solar‖), entered into a
research agreement (the ―USF Sponsored Research Agreement‖) with University of South Florida Board of Trustees (―USF‖), for support to
the project entitled ―Semitransparent Flexible Power Foil (SFPF)‖ relating to the development of a prototype flexible semi-transparent organic
power foil (1ft by 1ft dimension) for use as an energy-generating window glass in building-integrated photovoltaic products (the ―USF
Technology‖). Pursuant to Rule 24b-2, the Company submitted a request to the SEC for confidential treatment of certain portions of the USF
Sponsored Research Agreement, relating to the payment terms, scope of work under the USF Sponsored Research Agreement. The Company‘s
request was granted by the SEC on June 11, 2009. Accordingly, the terms of the USF Sponsored Research Agreement have not been disclosed.

On May 20, 2009, the Company, through its wholly-owned subsidiary, New Energy Solar, also entered into an Option Agreement (the ―USF
Option Agreement‖) with the University of South Florida Research Foundation, Inc., a corporation not for profit under Chapter 617 Florida
Statutes, and a direct support organization of USF, pursuant to which New Energy Solar has the right to an exclusive option to obtain an
exclusive worldwide commercial license under certain patents relating to the USF Technology. Pursuant to Rule 24b-2, the Company submitted
a request to the SEC for confidential treatment of certain portions of the USF Option Agreement, relating to the payment terms, scope of work
under the USF Option Agreement. The Company‘s request was granted by the SEC on June 11, 2009. Accordingly, the terms of the USF
Option Agreement have not been disclosed.

Terminated Research Agreements

UIUC Sponsored Research Agreement

On August 25, 2006, through its wholly-owned subsidiary, Sungen Energy, Inc. (―Sungen‖), the Company entered into a Sponsored Research
Agreement (―UIUC Sponsored Research Agreement‖) with the University of Illinois at Urbana-Champaign (―UIUC‖) for the development of a
new patent-pending technology to integrate films of silicon nanoparticle material on glass substrates, acting as photovoltaic solar cells that have
the potential to convert normal home and office glass windows into ones capable of converting solar energy into electricity, with limited loss of
transparency and minimal changes in manufacturing infrastructure (the ―UIUC Silicon Nanoparticle Energy Technology‖). On July 23, 2007,
the Company through its wholly owned subsidiary, Sungen, amended its Sponsored Research Agreement with the UIUC. Pursuant to this
amended Sponsored Research Agreement, the Company agreed to provide an additional $203,617 to the previously awarded amount of
$219,201 for a total of $422,818, to the University of Illinois in order to accelerate the development of films of silicon nanoparticle material
composed of nanosilicon photovoltaic solar cells that have the potential to convert solar radiation to electrical energy.

                                                                       F-28
The UIUC Sponsored Research Agreement expired on August 22, 2008. As of this date, the Company had advanced a total of $266,709 to the
University of Illinois pursuant to the terms of the UIUC Sponsored Research Agreement. Pursuant to the terms of the UIUC Sponsored
Research Agreement, the Company was to advance an additional $156,109 to the University of Illinois, which is included in other accrued
liabilities at August 31, 2009. However, the Company has not made the advance pending determination as to whether funds previously paid to
UIUC under the terms of the UIUC Sponsored Research Agreement have been fully expended. The Company is of the opinion that to the
extent these funds were not expended they are refundable to the Company.

During the years ended August 31, 2009 and 2008, the Company recorded $0 and $234,163 as research and development expense pursuant to
the UIUC Sponsored Research Agreement. During the period from inception (May 5, 1998) to August 31, 2009, the Company recorded
$422,818 as research and development expense pursuant to the UIUC Sponsored Research Agreement.

Oakland Sponsored Research Agreement

On August 18, 2008, the Company entered into a two-year Sponsored Research Agreement (―Oakland Sponsored Research Agreement‖) with
scientists at Oakland University to further the development of the Company‘s photovoltaic technology for generating electricity on transparent
glass windows.

Pursuant to the terms of the Oakland Sponsored Research Agreement the Company agreed to advance a total of $348,066 to fund the research
and development activities of which $140,519 was payable on or before September 1, 2008, $127,547 was payable on or before October 1,
2009 and $80,000 was payable on demand during the contract period for reimbursement of materials provided by Oakland University. In
February 2009, the Company, in order to preserve its working capital, decided that it was in its best interest not to proceed forward with the
Oakland Sponsored Research Agreement and exercised its right pursuant to Section 9.3 of the Oakland Sponsored Research Agreement, and
provided written notice to Oakland University to terminate the Oakland Sponsored Research Agreement. As of the termination date of the
Oakland Sponsored Research Agreement, $20,220 of the $140,519 initially advanced to Oakland University had been expended and is included
in research and development expense for the year ended August 31, 2009. The remaining $120,299 was refunded to the Company in April
2009.

Note 6. MotionPower™ Technology

Veryst Agreement

On November 4, 2008, the Company, through its wholly-owned subsidiary, KEC, entered into an agreement with Veryst Engineering LLC (the
―Veryst Agreement‖) relating to the development of a car and truck energy harvester. The Veryst Agreement continues until terminated by
either Veryst Engineering LLC or KEC. Pursuant to Rule 24b-2 the Company submitted a request for confidential treatment of certain
portions of the Veryst Agreement, relating to the payment terms, scope of work and the milestone terms of the license agreement under the
Veryst Agreement. The Company‘s request was granted on November 25, 2008.

Sigma Design Agreement

On May 1, 2009, KEC entered into a consulting agreement with Sigma Design Company (the ―Sigma Design Agreement‖) whereby Sigma
Design provides ongoing engineering and product development services relating to the development of technologies for generating electricity
from the motion of cars and trucks. The Sigma Agreement may be terminated by either Sigma Design or KEC upon 30 days written notice to
the other party. During the year ended August 31, 2009 the Company recorded $69,169 as research and development expense and $12,500 as
deferred research and development costs pursuant to the Sigma Design Agreement.


                                                                    F-29
Note 7. Capital Stock

Preferred Stock

At August 31, 2009 there were 1,000,000 shares of preferred stock (par value $0.10 per share) authorized, of which no shares were issued and
outstanding. The Board of Directors has the authority to issue such stock in one or more series, to fix the number of shares and to fix and
determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by the laws of the State
of Nevada and the Articles of Incorporation.

Common Stock

On February 12, 2008, the Company consummated the sale of an aggregate of 3,675,000 shares of its common stock and Class F Callable
Warrants to purchase up to an additional 3,675,000 shares of the Company‘s common stock for aggregate gross proceeds of $3,675,000
pursuant to the terms of a Securities Purchase Agreement dated February 8, 2008 with certain institutional and other accredited investors, as
defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the ―Investors‖). The Class F Callable
Warrants are exercisable for a period of three years from the date of issuance at an initial exercise price of $1.25 per share.

The number of shares issuable upon exercise of the Class F Callable Warrants and the exercise price of the Class F Callable Warrants are
adjustable in the event of stock splits, combinations and reclassifications, but not in the event of the issuance by the Company of additional
securities, unless such issuance is at a price per share which is less than the then applicable exercise price of the Class F Callable Warrants
(―Dilutive Issuance‖), in which event then the exercise price shall be reduced and only reduced to equal the lower issuance price and the
number of shares issuable upon exercise thereof shall be increased such that the aggregate exercise price payable thereunder, after taking into
account the decrease in the exercise price, shall be equal to the aggregate exercise price prior to such adjustment. The potential adjustment to
the Class F Callable Warrants exercise price and number of underlying shares of common stock results in a settlement amount that does not
equal the difference between the fair value of a fixed number of the Company‘s common stock and a fixed exercise price. Accordingly, the
Class F Callable Warrants are not considered indexed to the Company‘s own stock and need to be accounted for as a derivative, effective
September 1, 2009, the beginning of the Company‘s fiscal year 2010. As of August 31, 2009 the Company has not sold any shares of common
stock or common stock equivalents that would result in an adjustment to the exercise price or number of shares of common stock underlying
the Class F Callable Warrants.

The Class F Callable Warrants are callable by the Company, at a repurchase price of $0.001 per warrant, subject to certain conditions, after the
earlier to occur of (i) the expiration of the then applicable hold periods for a cashless exercise under Rule 144 as promulgated pursuant to the
Securities Act of 1933, as amended or (ii) the date the registration statement filed pursuant to the Registration Rights Agreement is declared
effective by the SEC, which was declared effective by the SEC on March 21, 2008, if New Energy Technology, Inc.‘s common stock, the
volume weighted average price for each of 5 consecutive Trading Days exceeds $1.75.

Pursuant to the Securities Purchase Agreement and the Registration Rights Agreement, the Company and the Investors have made other
covenants and representations and warranties regarding matters that are customarily included in financings of this nature.
The Company engaged an agent (the ―Agent‖) to help in the fund raising efforts of the Securities Purchase Agreement. The Agent was paid a
total cash fee of 7% ($257,250) of the aggregate gross proceeds and Class F Callable Warrants to purchase 514,500 shares of the Company‘s
common stock valued at $642,980 and representing 7% of the total number of shares purchased by the Investors. In addition, the Agent was
reimbursed $6,045 for expenses incurred on behalf of the Company.

At the time of grant, the fair value of the 4,189,500 Class F Callable warrants was $5,236,875, using the Black-Scholes Option Pricing Model
with the following weighted average assumptions: dividend yield of 0%, expected volatility of 159.33%, risk-free interest rates of 4.76%, and
expected lives of 3 years. The proceeds received pursuant to the Securities Purchase Agreement allocated to the warrants were $2,337,885.

                                                                       F-30
Note 8. Warrants

As of August 31, 2009, the following warrants were outstanding and exercisable:

(a)     100,000 Class E Warrants which entitle the holders to purchase 100,000 shares of the Company‘s common stock at $0.60 per share,
      expiring on April 23, 2010.

(b) 3,188,500 Class F Callable Warrants which entitle the holders to purchase 3,188,500 shares of the Company‘s common stock at $1.25
   per share, expiring on February 12, 2011. Refer to Note 7. Capital Stock ―Common Stock‖ for additional disclosures regarding the terms
   and conditions related to the Class F Callable Warrants.

During the year ended August 31, 2009, 20,000 Class E warrants and 826,000 Class F Callable warrants were exercised for aggregate proceeds
of $1,044,500.

Note 9. Stock Options

On October 10, 2006, the Board of Directors (the ―Board‖) of the Company adopted and approved the 2006 Incentive Stock Option Plan (the
―2006 Stock Plan‖) that provides for the grant of stock options to employees, directors, officers and consultants. The 2006 Plan provides for the
granting of stock options to purchase a maximum of 15,000,000 shares of the Company‘s common stock. Stock options granted to employees
under the Company‘s 2006 Plan generally vest over two to five years or as otherwise determined by the plan administrator. Stock options to
purchase shares of the Company‘s common stock expire no later than ten years after the date of grant.

The per share exercise price for each stock option is determined by the Board and may not be below fair market value on the date of
grant. The fair market value of the Company‘s common stock is the closing price of the common stock as listed on the OTCBB on the date of
grant or, if the Company‘s common stock is not traded on the date of grant, the first day of active trading following the date of grant.

The Company measures all stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its
consolidated financial statements over the requisite service period. The grant date fair value of stock options is based on the price of a share of
the Company‘s common stock on the date of grant. In determining grant date fair value of stock options, the Company uses the Black-Scholes
option pricing model which requires management to make assumptions regarding the option lives, expected volatility, and risk free interest
rates all of which impact the fair value of the option and, ultimately, the expense that will be recognized over the life of the option.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a bond with a similar term. The Company
does not anticipate declaring dividends in the foreseeable future. Volatility is calculated based on the historical weekly closing stock prices for
the same period as the expected life of the option. The Company uses the ―simplified‖ method for determining the expected term of its ―plain
vanilla‖ stock options. The Company recognizes compensation expense for only the portion of stock options that are expected to
vest. Therefore, the Company applies an estimated forfeiture rate that is derived from historical employee termination data and adjusted for
expected future employee turnover rates. To date, the Company has experienced minimal forfeitures, which did not impact the fair value of
the stock option grants. If the actual number of forfeitures differs from those estimated by the Company, additional adjustments to
compensation expense may be required in future periods.

Stock Option Grants

In September 2007, the Company appointed Mr. Nicholas Cucinelli to the positions of President and Chief Executive Officer. Pursuant to an
Employment Agreement between the Company and Mr. Cucinelli, the Company granted Mr. Cucinelli a stock option to purchase up to
1,500,000 shares of the Company‘s common stock at an exercise price of $4.21, subject to certain vesting provisions. On February 15, 2008,
the Company cancelled the


                                                                       F-31
stock option granted to Mr. Cucinelli in September 2007 for 1,500,000 stock options and simultaneously entered into a 10 year stock option
agreement with Mr. Cucinelli for the purchase of 1,250,000 shares of the Company‘s common stock at an exercise price of $1.66 per share,
subject to certain vesting provisions. The cancellation and re-issuance was accounted for as a modification of the originally issued stock option,
resulting in a total adjusted fair value of $6,895,000 which was being recognized over the requisite service period.

On October 15, 2008, Mr. Cucinelli resigned from the positions of President and Chief Executive Officer of the Company. As a result, the
stock option granted to Mr. Cucinelli on February 15, 2008 to purchase 1,250,000 shares of common stock were all forfeited pursuant to the
terms of an Employment Termination Agreement dated October 15, 2008 between the Company and Mr. Cucinelli. Pursuant to Mr.
Cucinelli‘s resignation, stock option compensation expense of $3,573,778 recorded in fiscal year 2008 for Mr. Cucinelli‘s stock option was
reversed during the quarter ended November 30, 2008 and is included in wages and benefits for the year ended August 31, 2009.

On March 10, 2008, the Company granted a stock option to each of two of its directors permitting each to purchase, subject to applicable
vesting provisions, 50,000 shares of the Company‘s common stock at an exercise price of $1.66 per share. Each stock option vests in five equal
annual installments of 10,000 options each, commencing on February 8, 2009, and annually thereafter. The stock options are further subject to
the terms and conditions of a stock option agreement between each director and the Company. Under the terms of the stock option agreement,
the stock option agreement will terminate and there will be no further vesting of stock options effective as of the date that the director ceases to
be a director of the Company. Upon termination of such service, the director will have a specified period of time to exercise vested stock
options, if any. The fair value of the aggregate 100,000 stock options granted was estimated at $1.23 each, for a total of $123,000, using the
Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 164.88%,
risk-free interest rates of 2.37%, and expected lives of 5 years. During the years ended August 31, 2009 and 2008, the Company recorded
$22,277 and $26,525 as stock compensation expense related to these stock options, which is included in professional fees.

On September 9, 2008, Mr. Gladwin resigned from the Company‘s Board of Directors. As a result, the stock option granted to Mr. Gladwin on
March 10, 2008 to purchase 50,000 shares of common stock was all forfeited upon his resignation. Pursuant to Mr. Gladwin‘s resignation,
stock option compensation expense of $13,262 recorded in fiscal year 2008 for Mr. Gladwin‘s stock option was reversed during the quarter
ended November 30, 2008 and is included in professional fees for the year ended August 31, 2009.

On September 9, 2008, the Company granted a stock option to each of two of its directors permitting each to purchase, subject to applicable
vesting provisions, 50,000 shares of the Company‘s common stock at an exercise price of $0.85 per share. Each stock option vests in five equal
annual installments of 10,000 options each, commencing on September 9, 2009, and annually thereafter. The stock options are further subject
to the terms and conditions of a stock option agreement between each director and the Company. Under the terms of the stock option
agreement, the stock option agreement will terminate and there will be no further vesting of stock options effective as of the date that the
director ceases to be a director of the Company. Upon termination of such service, the director will have a specified period of time to exercise
vested stock options, if any. The fair value of the aggregate 100,000 stock options granted was estimated at $0.77 each, for a total of $77,000,
using the Black-Scholes Option Pricing Model with the following weighted average assumptions: dividend yield of 0%, expected volatility of
126.74%, risk-free interest rate of 3.21%, and expected lives of 6.5 years. During the year ended August 31, 2009 the Company recorded
$35,163 as stock compensation expense related to these stock options, which is included in professional fees.

On September 12, 2008, the Company granted a stock option to the then consultant Chief Financial Officer of the Company, Mr. Fabio to
purchase, subject to applicable vesting provisions, 50,000 shares of the Company‘s common stock at an exercise price of $0.78 per share. The
fair value of the 50,000 stock options was $35,500 on the date of grant, using the Black-Scholes Option Pricing Model with the following
weighted average assumptions: dividend yield of 0%, expected volatility of 126.74%, risk-free interest rate of 3.32%, and expected life of 6.5
years. Under the terms of the stock option agreement, the stock option granted to Mr. Fabio to purchase 50,000 shares of common stock was
all forfeited upon his resignation on January 9, 2009. Accordingly, stock option compensation expense of

                                                                       F-32
$4,053 recorded during the quarter ended November 30, 2008 for Mr. Fabio‘s stock option was reversed during the quarter ended February 28,
2009 with a net $0 impact to the consolidated statement of operations for the year ended August 31, 2009.

Upon Mr. Cucinelli‘s resignation, on October 15, 2008, the Company simultaneously appointed Mr. Meetesh V. Patel as the President, Chief
Executive Officer and Director of the Company. Mr. Patel was appointed to Chief Financial Officer on January 9, 2009. Pursuant to an
Employment Agreement dated June 24, 2009 with Mr. Patel, the Board approved an annual salary of $150,000 and the grant of a stock option
to purchase up to 2,000,000 shares of the Company‘s common stock, subject to certain vesting requirements, at an exercise price of $0.52 per
share, the fair market value of the Company‘s common stock on the date of grant. The fair value of the 2,000,000 stock options granted was
estimated at $0.49 each, for a total of $980,000, using the Black-Scholes Option Pricing Model with the following weighted average
assumptions: dividend yield of 0%, expected volatility of 147.10%, risk-free interest rate of 3.39%, and expected life of 6.25 years. During the
year ended August 31, 2009, the Company recorded stock compensation of $121,819 related to the amortization of the stock option granted to
Mr. Patel, which is included in wages and benefits.

A summary of the Company‘s stock option activity for the year ended August 31, 2009 and related information follows:

                                                                                                    Weighted Average
                                                                                                       Remaining              Aggregate
                                                                            Weighted Average          Contractual              Intrinsic
                                                   Number of Options         Exercise Price              Term                   Value

    Outstanding at August 31, 2008                          1,350,000                $    1.66
    Granted                                                 2,150,000                     0.54
    Forfeited due to resignation                           (1,350,000)                    1.63
    Outstanding at August 31, 2009                          2,150,000                $    0.56          9.75 years               $   -


    Exercisable at August 31, 2009                              10,000               $    1.66           8.53 years              $   -


    Available for grant at August 31, 2009                  12,850,000


The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all ―in-the-money‖ options (i.e. the difference
between the Company‘s closing stock price on the last trading day of its fourth quarter of 2009 and the exercise price, multiplied by the number
of shares) that would have been received by the option holders had all option holders exercised their options on August 31, 2009. The intrinsic
value changes based on the fair market value of the Company‘s common stock.

As of August 31, 2009, the Company had $925,978 of total unrecognized compensation cost related to unvested stock options which is
expected to be recognized over a period of 4.0 years.

The following table summarizes information about stock options outstanding and exercisable at August 31, 2009:

                                                                     F-33
                                                      Stock Options                                              Stock Options
                                                       Outstanding                                                Exercisable
                                                        Weighted                                                   Weighted
                                                        Average              Weighted                              Average            Weighted
                                  Number of            Remaining             Average       Number of              Remaining           Average
                                   Options             Contractual           Exercise       Options               Contractual         Exercise
      Exercise Prices             Outstanding          Life (Years)              Price       Exercisable          Life (Years)         Price

          $ 0.52                      2,000,000                   9.82 $           0.52                 —                      — $           —
              0.85                      100,000                   9.03             0.85                 —                      —             —
              1.66                       50,000                   8.53             1.66             10,000                   8.53          1.66
           $ 0.52 – $ 1.66            2,150,000                   9.75 $           0.56             10,000                   8.53 $        1.66




The Company does not repurchase shares to fulfill the requirements of options that are exercised. Further, the Company issues new shares
when options are exercised.

Note 10. Related Party Transactions

Wages and benefits

On October 15, 2008, Mr. Nicholas Cucinelli resigned as President and Chief Executive Officer of the Company. As a result, the stock option
granted him on February 15, 2008 to purchase 1,250,000 shares of common stock was forfeited pursuant to the terms of an Employment
Termination Agreement between the Company and Mr. Cucinelli. As a result of Mr. Cucinelli‘s resignation, stock option compensation
expense of $3,573,778 recorded in fiscal year 2008 for Mr. Cucinelli‘s stock option was reversed during the quarter ended November 30, 2008
and is included in wages and benefits for the year ended August 31, 2009. Pursuant to the terms of Mr. Cucinelli‘s Employment Termination
Agreement, he also received $50,000 severance, which is included in wages and benefits for the year ended August 31, 2009.

Upon Mr. Cucinelli‘s resignation, on October 15, 2008, the Company simultaneously appointed Mr. Meetesh V. Patel as the President, Chief
Executive Officer and Director of the Company. Mr. Patel was appointed to Chief Financial Officer on January 9, 2009. Pursuant to an
Employment Agreement dated June 24, 2009 with Mr. Patel, the Board approved an annual salary of $150,000 and the grant of a stock option
to purchase up to 2,000,000 shares of the Company‘s common stock, subject to certain vesting requirements, at an exercise price of $0.52 per
share, the fair market value of the Company‘s common stock on the date of grant. The fair value of the 2,000,000 stock options granted was
estimated at $0.49 each, for a total of $980,000, using the Black-Scholes Option Pricing Model with the following weighted average
assumptions: dividend yield of 0%, expected volatility of 147.10%, risk-free interest rate of 3.39%, and expected life of 6.25 years. During the
year ended August 31, 2009, the Company recorded stock compensation of $121,819 related to the amortization of the stock option granted to
Mr. Patel.

During the years ended August 31, 2009 and 2008, the Company incurred $77,154 and $118,534 in cash wages and benefits expense for
services rendered by Mr. Cucinelli.

During the year ended August 31, 2009, the Company incurred $162,638 in cash wages and benefits expense for services rendered by Mr.
Patel.

Management fees – related party

During the year ended August 31, 2009, the Company incurred $4,472 for services rendered by Mr. Frank Fabio, the former consultant Chief
Financial Officer (the ―CFO) of the Company. Mr. Fabio resigned as CFO, effective January 9, 2009.


                                                                      F-34
On September 12, 2008, the Company granted a stock option to the then CFO of the Company to purchase, subject to applicable vesting
provisions, 50,000 shares of the Company‘s common stock at an exercise price of $0.78 per share. The fair value of the 50,000 stock options
was $35,500 on the date of grant. Under the terms of the stock option agreement, the stock option granted to Mr. Fabio to purchase 50,000
shares of common stock was all forfeited upon his resignation. Accordingly, stock option compensation expense of $4,053 recorded during the
quarter ended November 30, 2008 for Mr. Fabio‘s stock option was reversed during the quarter ended February 28, 2009 with a net $0 impact
to the consolidated statement of operations for the year ended August 31, 2009.


Professional fees

During the years ended August 31, 2009 and 2008, the Company incurred total cash and equity compensation of $75,911 and $41,525 for
services rendered by non-employee directors of the Company, which is included in professional fees.

Non-employee Board members receive $2,500 per quarter for services rendered in the capacity of a Board member. During the years ended
August 31, 2009 and 2008, the Company incurred $31,733 and $15,000 for services rendered by non-employee directors of the Company.

During the years ended August 31, 2009 and 2008, the Company recorded stock compensation of $44,178 and $26,525 for stock options that
were previously granted and vest over time.

On March 10, 2008, the Company granted a stock option to each of two of its directors permitting each to purchase, subject to applicable
vesting provisions, 50,000 shares of the Company‘s common stock at an exercise price of $1.66 per share. Each stock option vests in five equal
annual installments of 10,000 options each, commencing on February 8, 2009 and annually thereafter. The stock options are further subject to
the terms and conditions of a stock option agreement between each director and the Company. Under the terms of the stock option agreement,
the stock option agreement will terminate and there will be no further vesting of stock options effective as of the date that the director ceases to
be a director of the Company. Upon termination of such service, the director will have a specified period of time to exercise vested stock
options, if any. The fair value of the aggregate 100,000 stock options granted was $123,000. During the years ended August 31, 2009 and
2008, the Company recorded $22,277 and $26,525 as stock compensation expense related to these stock options.

On September 9, 2008, the Company granted a stock option to each of two of its directors permitting each to purchase, subject to applicable
vesting provisions, 50,000 shares of the Company‘s common stock at an exercise price of $0.85 per share. Each stock option vests in five equal
annual installments of 10,000 options each, commencing on September 9, 2009, and annually thereafter. The stock options are further subject
to the terms and conditions of a stock option agreement between each director and the Company. Under the terms of the stock option
agreement, the stock option agreement will terminate and there will be no further vesting of stock options effective as of the date that the
director ceases to be a director of the Company. Upon termination of such service, the director will have a specified period of time to exercise
vested stock options, if any. The fair value of the aggregate 100,000 stock options granted was estimated at $0.77 each, for a total of
$77,000. During the year ended August 31, 2009 the Company recorded $35,163 as stock compensation expense related to these stock
options.

Stock compensation recorded during the year ended August 31, 2009 includes the reversal of stock compensation expense of $13,262 recorded
in fiscal year 2008 for Mr. Gladwin‘s stock option. On September 9, 2008, Mr. Gladwin resigned from the Company‘s Board of
Directors. Upon Mr. Gladwin‘s resignation, the stock option granted to him on March 10, 2008 to purchase 50,000 shares of common stock
was forfeited.

During the years ended August 31, 2009 and 2008, the law firm of Sierchio Greco & Greco, LLP (―SG&G LLP‖), the Company‘s corporate
and securities legal counsel, provided $102,460 and $122,464 of legal services to the Company. Joseph Sierchio, a non-employee director of
the Company, is a principal of SG&G LLP. At August 31, 2009, the Company owed SG&G LLP $31,473 which is included in accounts
payable.



                                                                       F-35
All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal
course of business.

Note 11. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant components of the Company‘s deferred tax assets at August 31,
2009 and 2008 are as follows:

                                                                                                         Year Ended
                                                                                   August 31,
                                                                                    2009                         2008
 Deferred tax assets:
                        Net operating loss carryforwards              $                864,813           $                        484,625
                        Capitalized research and development                           209,575                                    165,578
                        Stock based compensation                      65,457                         1,224,103
                        Accrued research and development
                        fees                                                            53,077                                     53,077
                        Research and development credit carry
                        forward                                                          37,808                                    24,125
                                                                                 Total deferred
                                                                                 tax assets                         1,230,730   1,951,508
 Less: valuation
 allowance                         (1,230,730)                     (1,951,508)
                                                 Net deferred
                                                 tax asset            $                     —            $                             —



The net decrease in the valuation allowance for deferred tax assets was $720,778 for the year ended August 31, 2009. The net increase in the
valuation allowance for deferred tax assets was $1,570,831 for the year ended August 31, 2008. The Company evaluates its valuation
allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in
management‘s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in
current operations.

For federal income tax purposes, the Company has net U.S. operating loss carry forwards at August 31, 2009 available to offset future federal
taxable income, if any, of $2,483,864, which will begin to expire during the year ended August 31, 2020. The Company also had Canadian net
operating loss carry forwards at August 31, 2009 available to offset future Canadian taxable income, if any, of $59,704, which will begin to
expire during the year ended August 31, 2028. Accordingly, there is no current tax expense for the years ended August 31, 2009 and 2008. In
addition, the Company has research and development tax credit carry forwards of $37,808 at August 31, 2009, which are available to offset
federal income taxes and begin to expire during the year ended August 31, 2026.

The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of
common stock.

The effects of state income taxes were insignificant for the years ended August 31, 2009 and 2008.

The following is a reconciliation between expected income tax (benefit) expense and actual, using the applicable statutory income tax rate of
34% for the years ended August 31, 2009 and 2008:


                                                                     F-36
                                                                                                                       Year
                                                                                                                      Ended
                                                                                                                August 31,
                                                                                                             2009      2008

                                              Income tax (benefit) expense at
                                              statutory rate                          $      (666,800) $             1,945,326
                                              Non-deductible fund raising costs               (17,440)               (377,230)
                                              Non-deductible meals and
                                              entertainment                                    (2,445)                 (7,096)
                                              Research and development credit                   13,683                   9,831
                 Other                                                                        (47,776)                       -
                 Change in valuation
                 allowance                                                  720,778        (1,570,831)
                                                                                                         $       -      $        -



The fiscal years 2006 through 2009 remain open to examination by federal authorities and other jurisdictions in which the Company operates.

 Note 12: Subsequent Events

The Company has evaluated subsequent events through December 15, 2009, which is the date on which these consolidated financial statements
were issued. There have not been any events subsequent to August 31, 2009, other than the agreements with Veryst Engineering and the
sublease agreement, as disclosed in the following paragraphs, that would require additional disclosure in the consolidated financial statements
or that would have a material impact on the Company‘s consolidated financial position, results of operations, or cash flows for the years ended
August 31, 2009 and 2008 and the cumulative period since inception (May 5, 1998) to August 31, 2009.

On September 9, 2009, the Company entered into an agreement with Veryst Engineering, LLC (―Veryst‖) in which Veryst will perform
ongoing testing of the Company‘s vehicle energy harvester and advance its prototyping. The total cost for such services under this agreement
is $44,350.

Additionally, on September 9, 2009, the Company entered into an agreement with Veryst, whereby Veryst will initiate development of a
commercial scale truck energy harvester. The total cost for such services under this agreement is $178,500.

The Company‘s corporate office is located at 3905 National Drive, Suite 110, Burtonsville, Maryland 20866. Currently, the offices are being
provided to the Company on a rent free basis by MVP Law Group, P.A., of which the Company‘s Chief Executive Officer and President is a
founder and managing attorney. The Company entered into a one year sublease agreement with MVP Law Group, P.A., effective December 1,
2009, with respect to this office space. The Company will pay MVP Law Group, P.A. $900 per month for this office space.



                                                                     F-37
                                SUBJECT TO COMPLETION, DATED JANUARY 2 9 , 2010

The information in this Prospectus is not complete and may be changed. We may not sell these securities until this
registration statement is declared effective by the United States Securities and Exchange Commission. This Prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
                                                            PROSPECTUS
                                            NEW ENERGY TECHNOLOGIES, INC.

                                          10,000,000 SHARES OF COMMON STOCK

   We are offering up to a maximum of 10,000,000 shares of common stock at an offering price of $1.25 per share in a direct
public offering, without any involvement of underwriters or broker-dealers. The shares will be sold by our Chief Executive
Officer and President. Please refer to ― PLAN OF DISTRIBUTION. ‖

  Our common stock is presently quoted for trading under the symbol ― NENE ‖ on the over the counter bulletin board (the ―
OTCBB ‖). On January 2 2 , 2010 the closing price of the common stock, as reported on the OTCBB was $0.65 per share.

We are conducting the offering on a no minimum basis. This means that:

    .      we have no requirement to sell any specific number shares;
    .      we will not return any funds received from investors in the event that we do not sell all of the securities being offered or
        if the funds received are insufficient for the purposes set forth herein; and
    .      we will not deposit the proceeds from this offering in an escrow, trust or similar account.

Accordingly, the proceeds from this offering will be immediately available to us for our use.

Please refer to “PLAN OF DISTRIBUTION.”

   Investing in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the risks
and uncertainties described under the heading ― RISK FACTORS ‖ beginning on page 6 of this Prospectus before making a
decision to purchase our common stock.

    Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.

                                    THE DATE OF THIS PROSPECTUS IS _______, 2010




                                                                 CP-1
                                                   TABLE OF CONTENTS
                                                                                                                  Page
PROSPECTUS SUMMARY                                                                                                           3
RISK FACTORS                                                                                                                 6
NOTE REGARDING FORWARD-LOOKING STATEMENTS                                                                                   19
USE OF PROCEEDS                                                                                                             20
DETERMINATION OF OFFERING PRICE                                                                                             21
DILUTION                                                                                                                    21
MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK
 AND RELATED STOCKHOLDER MATTERS                                                                                            22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS                                                                                        26
DESCRIPTION OF OUR BUSINESS AND PROPERTY                                                                                    39
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS                                                                                                         49
EXECUTIVE COMPENSATION                                                                                                      55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT                                                                                                              61
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
 AND CERTAIN CONTROL PERSONS                                                                                                62
DESCRIPTION OF OUR SECURITIES                                                                                               64
PLAN OF DISTRIBUTION                                                                                                        67
LEGAL PROCEEDINGS                                                                                                           68
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
 FOR SECURITIES ACT LIABILITIES                                                                                             68
LEGAL MATTERS                                                                                                               69
EXPERTS                                                                                                                     69
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
 ON ACCOUNTING AND FINANCIAL DISCLOSURE                                                                                    69
ADDITIONAL INFORMATION                                                                                                     69
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                                                                 70
CONSOLIDATED FINANCIAL STATEMENTS                                                                                 F-1 TO F-35

    You should rely only on the information contained in this Prospectus. We have not, and the underwriters have not,
authorized anyone to provide you with different information. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Prospectus
is accurate as of the date on the front of this Prospectus only. Our business, financial condition, results of operations and
prospects may have changed since that date.

   Information contained on our web site does not constitute part of this Prospectus.



                                                             CP-2
                                                 PROSPECTUS SUMMARY

        This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This
summary may not contain all of the information that you should consider before investing in our common stock. You should
carefully read the entire Prospectus, including "RISK FACTORS" beginning on page 6, and the consolidated financial
statements, before making an investment decision.

      Unless the context otherwise requires, the terms ―we,‖ ―our,‖ ―us,‖ ―Company‖ and ―New Energy‖ refer to New Energy
Technologies, Inc. a Nevada corporation, and its consolidated subsidiaries.

About Us and Our Business

        We were incorporated in the State of Nevada on May 5, 1998 under the name ―Octillion Corp.‖ with an authorized capital
stock of 100,000,000 shares of common stock, $0.001 par value, and 1,000,000 shares of preferred stock, $0.10 par value. As of
December 31, 2009, there were 58,600,600 shares of common stock issued and outstanding; there are no preferred shares issued
and outstanding.

        Since inception, we have been a technology incubator focused on the identification, acquisition, development and eventual
commercialization of emerging technologies initially in the biotech and subsequently in the alternative energy sectors; however,
commencing in August 2007 with the spinoff of our then wholly-owned subsidiary, MicroChannel Technologies Corporation, we
elected to focus all of our resources on alternative energy technologies. Accordingly, effective December 2, 2008 we changed our
name to ―New Energy Technologies, Inc.‖ so as to more accurately reflect our focus on alternative energy technologies. Our
strategy is to develop new technologies and, where warranted, acquire rights to obtain licenses to technologies and products that
are being developed by third parties, primarily universities and government agencies, through sponsored research and
development agreements.

         Among our current research and development activities is the development of a technology, through a research agreement
(the “USF Sponsored Research Agreement”) with the University of South Florida Board of Trustees (― USF ‖) relating to the
development of a prototype flexible semi-transparent organic power foil (1ft by 1ft dimension) for an energy-generating window
glass in building-integrated photovoltaic products (the ― SolarWindow™ Technology ‖); the SolarWindow™ Technology would
adapt existing home and office glass windows into ones capable of generating electricity from solar energy without losing
significant transparency or requiring major changes in manufacturing infrastructure. The SolarWindow™ Technology is subject to
a patent application filed by USF (collectively, the ― USF Patent Application ‖). Please refer to “DESCRIPTION OF OUR
BUSINESS AND PROPERTY.”

        We are also developing, a technology (the ― MotionPower™ Technology ‖) for capturing the kinetic energy of moving
vehicles in order to use this captured energy to generate clean electricity . The Motion Power™ Technology is subject to nine
patent applications filed by us (collectively, the ― Motion Power™ Patents ‖). Please refer to “DESCRIPTION OF OUR
BUSINESS AND PROPERTY.”

      Our corporate headquarters is located at 3905 National Drive, Suite 110, Burtonsville, Maryland 20866. Our telephone
number is (800) 213-0689.


                                                              CP-3
Risk Factors

         Our business operations are subject to numerous risks, including the risk of delays in or discontinuation of our research
and development due to lack of financing, inability to obtain necessary regulatory approvals to market the products, unforeseen
safety issues relating to the products and dependence on third party collaborators to conduct research and development of the
products. Because we are an early stage company with a limited history of operations, we are also subject to many risks associated
with early-stage companies. For a more detailed discussion of some of the risks you should consider, you are urged to carefully
review and consider the section entitled ― RISK FACTORS ‖ beginning on page 6 of this Prospectus.

Securities Being Offered

       We are offering up to 10,000,000 shares of our common stock, $0.001 par value per share at a price of $1.25 per share on
a no minimum basis. This means that:

            .      we have no requirement to sell any specific number shares;
            .      we will not return any funds received from investors in the event that we do not sell all of the securities being
                 offered or if the funds received are insufficient for the purposes set forth herein; and
            .      we will not deposit the proceeds from this offering in an escrow, trust or similar account.

        Accordingly, the proceeds from this offering will be immediately available to us for our use.

Please refer to ― PLAN OF DISTRIBUTION.”

Offering Price

         The offering price of $1.25 per share was arbitrarily determined by us and does not bear any significant relationship to our
assets and is not necessarily reflective of the inherent or potential market or resale value of our shares. Please refer to
“DETERMINATION OF OFFERING PRICE . ”

Number of Shares Outstanding

         There were 58,600,600 shares of our common stock issued and outstanding at December 31, 2009. If all of the offered
shares are sold, and without giving effect to the exercise of outstanding options and warrants, there will be 68,600,600 shares
issued and outstanding.

Duration of Offering

        Subject to our right to terminate the offering at any time, the offering will be conducted by us on a best efforts basis for a
period of the earlier of 180 days following the date of this Prospectus or the date on which we have sold all of the offered shares.
We may extend the offering period for an additional 90 days in our sole discretion and without notice.

Selected Financial Data

        The following tables set forth a summary of certain selected financial data. You should read this information together with
the financial statements and the notes to the consolidated financial statements appearing elsewhere in this Prospectus.


                                                                 CP-4
 Statements of Operations Data:                  For the Three Months Ended           For the Three Months Ended
                                                      November 30, 2009                    November 30, 2008
 Revenue                                                                        $0                               $0
 Income (loss) from operations                                         $ (902,296)                      $ 3,279,414
 Net income                                                              $ 88,974                       $ 3,232,951
 Basic and diluted net income (loss) per share                              $ 0.00                           $ 0.06
 Weighted average shares outstanding used in
 basic net income (loss) per share calculation
                                                                        58,600,600                        57,754,600
 Weighted average shares outstanding used in
 diluted net income per share calculation
                                                                        59,475,520                                                  57,754,600

                Statements of Operations Data:                        For the Year Ended               For the Year Ended
                                                                        August 31, 2009                  August 31, 2008
                Revenue                                                                       $0                               $0
                Income (loss) from operations                                         $1,950,594                     $(5,748,009)
                Net income (loss)                                                     $1,961,175                     $(5,721,545)
                Basic and diluted net income ( loss) per                                   $0.03                          $(0.10)
                share
                Weighted average shares outstanding used in
                basic and diluted net income ( loss) per share
                calculation                                                           57,837,460                       55,971,786


    Balance Sheet Data:                                 November 30,          August 31, 2009      August 31, 2008
                                                            2009

    Cash and cash equivalents                                    $2,060,348          $2,736,221           $2,992,010

    Working capital                                              $1,818,126          $2,528,790           $2,941,589

    Total assets                                                 $2,162,767          $2,783,366           $3,133,029

    Total liabilities                                            $1,481,718           $254,576              $191,440

    Total stockholders‘ equity                                    $681,049           $2,528,790           $2,941,589


Use of Proceeds

       All funds, if any, received by us from this offering be used for payment of the offering expenses and for working capital
purposes. Please refer to ― Use of Proceeds.”

Description of Our Common Stock

        Our authorized capital stock consists of stock of 100,000,000 shares of common stock, each with a par value of $0.001,
and 1,000,000 shares of preferred stock, each with a par value of $0.10. As of December 31, 2009, there were 58,600,600 shares
of common stock were issued and outstanding. No preferred shares were issued and outstanding. This total does not include any
shares of common stock issuable upon the exercise of any of our issued and outstanding stock options and stock purchase
warrants, including, but not limited to, the Non-redeemable Series E and Series F Warrants. Please refer to “DESCRIPTION OF
OUR SECURITIES.”


                                                                       CP-5
                                                         USE OF PROCEEDS

         The shares are being offered directly by us on a no minimum basis directly through our Chief Executive Officer. The
offering will be conducted by us for a period of up to 180 days following the date of this Prospectus or the date on which we have
sold all of the offered shares. We may extend the offering period for an additional 90 days in our sole discretion and without
notice. Please note that:

    .      we have no requirement to sell any specific number shares;
    .      we will not return any funds received from investors in the event that we do not sell all ofthe securities being offered or
        if the funds received are insufficient for the purposes set forth herein; and
    .      we will not deposit the proceeds from this offering in an escrow, trust or similar account.

        Accordingly, the proceeds from this offering will be immediately available to us for our use.

   Because we cannot with any certainty determine the number of shares which we will actually sell, the following table sets forth
our intended use of proceeds depending on the number of shares sold as specified. The actual number of shares sold may be
greater or less than the amounts provided for in the tables.

                                                        2,500,000 Shares     5,000,000 Shares     10,000,000 Shares
                           USE                          Sold                 Sold                 Sold
                 Offering Expenses (1)                               $50,000              $50,000              $50,000
                 Working Captial                                  $3,075,000           $6,200,000          $12,450,000
                 TOTAL                                            $3,125,000           $6,250,000          $12,500,000

                (1)         Includes, estimated accounting and legal fees.

       The net proceeds are not allocated for a specific purpose. Indeed, the net proceeds (following the payment of the offering
expenses) will be used for working capital and general corporate purposes. In addition, the net proceeds will be applied towards
working capital in an effort to minimize our operating loss.

         While we currently intend to use the proceeds of this offering substantially in the manner discussed above, we reserve the
right to reassign the use if, in the judgment of our board of directors, changes are necessary or advisable. At present, no material
changes are contemplated. Should there be any material changes in the above projected use of proceeds in connection with this
offering, we will issue an amended Prospectus reflecting the same.

         The amounts and timing of our actual expenditures will depend on numerous factors, including marketing and sales
activities, and the growth of our customer base. We may find it necessary to use portions of the net proceeds for other purposes.

         Pending these uses, we intend to invest our net proceeds in short-term, investment grade securities, at prevailing market
rates of interest.


      No portion of the proceeds of the offering will be paid to officers, directors and/or any of their respective affiliates as
compensation for the offer and sale of the shares.


                                                                   CP-6
                                           DETERMINATION OF OFFERING PRICE

         The offering price of $1.25 per share has been arbitrarily determined by us, and bears no significant relationship to our
assets, earnings, book value or any other objective standard of value. Among the factors considered by us in determining the initial
offering price were:

    .     Our capital requirements;
    .     Our experience in our industry;
    .     The experience of our management;
    .     Our technologies and the state of their current development;
    .     The current exercise price of our Series F Warrants, which is $1.25 per share; and, the potential effect of issuing
        securities at a price which is less than the current exercise price of the Series F Warrants;
    .     The percentage of our issued and outstanding shares to be represented by the offered shares; and
    .     General equity market conditions.

       Accordingly, the offering price should not be viewed by you as an indication of the resale or market value of the shares
you purchase.

                                                             DILUTION

         Dilution represents the difference between the offering price and the net tangible book value per share immediately after
completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities, all intangible
assets, and the par value of preferred stock from total assets. Dilution arises mainly as a result of our arbitrary determination of the
offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value
of the shares held by our existing stockholders.

       As of November 30, 2009, the net tangible book value of our shares of common stock was $681,049 or approximately
$0.01 per share based upon 58,600,600 basic and diluted shares outstanding.

        Because we cannot with any certainty determine the number of shares which we will actually sell, the following describes
the potential dilution to you if we sell all of the shares, 10,000,000 shares, 5,000,000 shares or 2,500,000 shares. The actual
number of shares sold may be greater or less than the amounts described.

If All 10,000,000 Shares Are Sold:

        If all 10,000,000 shares of common stock are sold, the net tangible book value of the resulting 68,600,600 shares
outstanding will be $13,181,049 or approximately $0.19 per share. The net tangible book value of the shares held by our existing
stockholders will increase by $0.18 per share without any additional investment on their part. You will incur an immediate
dilution of $1.06 per share from $1.25 per share to $0.19 per share. If all 10,000,000 shares are sold, the investing shareholders
will own approximately 15% of the total number of shares then outstanding for which they will have paid an aggregate of
$12,500,000. Our existing stockholders will own approximately 85% of the total number of shares then outstanding.

If Only 5,000,000 Shares Are Sold:

        If only 5,000,000 shares of common stock are sold, the net tangible book value of the resulting 63,600,600 shares
outstanding will be $6,931,049 or approximately $0.11 per share. The net tangible

                                                                 CP-7
book value of the shares held by our existing stockholders will increase by $0.10 per share without any additional investment on
their part. You will incur an immediate dilution of $1.14 per share from $1.25 per share to $0.11 per share. If only 5,000,000
shares are sold, the investing shareholders will own approximately 8% of the total number of shares then outstanding for which
they will have paid an aggregate of $6,250,000. Our existing stockholders will own approximately 92% of the total number of
shares then outstanding.

If Only 2,500,000 Shares Are Sold:

         If only 2,500,000 shares of common stock are sold, the net tangible book value of the resulting 61,100,600 shares
outstanding will be $3,806,049 or approximately $0.06 per share. The net tangible book value of the shares held by our existing
stockholders will increase by $0.05 per share without any additional investment on their part. You will incur an immediate
dilution of $1.19 per share from $1.25 per share to $0.06 per share. If only 2,500,000 shares are sold, the investing shareholders
will own approximately 4% of the total number of shares then outstanding for which they will have paid an aggregate of
$3,125,000. Our existing stockholders will own approximately 96% of the total number of shares then outstanding.

                                                    PLAN OF DISTRIBUTION

        We are offering up to 10,000,000 shares at a price of $1.25 per share, on a best efforts basis directly to the public through
our Chief Executive Officer and President. There is no minimum number of shares which we are required to sell. This means that
we will not return any proceeds we receive from accepted subscriptions. Accordingly, the proceeds will be immediately available
to us.

        Subject to our right to terminate the offering at any time, the offering will be conducted by us on a best efforts basis for a
period of the earlier of 180 days following the date of this Prospectus or the date on which we have sold all of the offered shares.
We may extend the offering period for an additional 90 days in our sole discretion and without notice.

         In order to buy our shares, you must complete and execute the subscription agreement and make payment of the purchase
price for each share purchased either in cash or by check payable to the order of the order of ― New Energy Technologies, Inc. ‖

       Solicitation for purchase of our shares will be made only by means of this Prospectus and communications with Mr. Patel,
our Chief Executive Officer and Director, who:

    .     will not receive any commission in connection with the sale of any securities registered in this offering;
    .     is not and has not been associated persons of a broker dealer within the preceding 12 months;
    .     does not participate in selling an offering of securities for any issuer more than once every12 months;
    .     has not been subject to any statutory disqualification as defined in section 3(a)(39) of the Securities Exchange Act; and
    .     intends to primarily perform, at the end of this offering, substantial duties on behalf of the issuer otherwise than in
        connection with transactions in securities.

        As a result, Mr. Patel will not register as a broker-dealer with the Securities and Exchange Commission pursuant to
Section 15 of the Securities Act in reliance of Rule 3a4-1 of the Exchange Act which sets forth the above mentioned conditions
under which a person associated with an issuer may participate in the offering of the issuer‘s securities and not be deemed a
broker-dealer.

                                                                 CP-8
        We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from
rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for
securities will be accepted or rejected within 48 hours after we receive them.

How To Invest

         Subscriptions for purchase of shares offered by this Prospectus can be made by completing, signing and delivering to us,
the following:

            .    an executed copy of the Subscription Agreement; and
            .    a check payable to the order of ― New Energy Technologies, Inc.” in an aggregate amount equal to $1.25
                multiplied by the number of shares you want to purchase.

Resale of our Shares

There is presently only a limited public market for our shares of common stock on the OTCBB. Please refer to “MARKET
PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS” and
“RISK FACTORS.”



                                                                CP-9
                                                    PART II
                                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Our estimated expenses in connection with the issuance and distribution of the securities being registered are:

          Securities and exchange commission filing fee                                                                $2,806
          Accounting fees and expenses                                                                                 10,000
          Legal fees and expenses                                                                                      30,000
          Transfer agent and fees                                                                                         500
           Printing and mailing expenses                                                                                  500
           Miscellaneous offering expenses                                                                              6,194
           Total                                                                                                      $50,000


   No portion of the expenses associated with this offering will be borne by the selling stockholders.

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 78.7502(1) of the Nevada Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any director,
officer, employee, or corporate agent "who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of
the corporation" due to his or her corporate role. Section 78.7502(1) extends this protection "against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful."

        Section 78.7502(2) of the NRS also authorizes indemnification of the reasonable defense or settlement expenses of a
corporate director, officer, employee or agent who is sued, or is threatened with a suit, by or in the right of the corporation. The
party must have been acting in good faith and with the reasonable belief that his or her actions were in or not opposed to the
corporation's best interests. Unless the court rules that the party is reasonably entitled to indemnification, the party seeking
indemnification must not have been found liable to the corporation.

        To the extent that a corporate director, officer, employee, or agent is successful on the merits or otherwise in defending
any action or proceeding referred to in Section 78.7502(1) or 78.7502(2), Section 78.7502(3) of the NRS requires that he be
indemnified "against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense."

       Unless ordered by a court or advanced pursuant to Section 78.751(2), Section 78.751(1) of the NRS limits
indemnification under Section 78.7502 to situations in which either (1) the stockholders, (2) the majority of a disinterested
quorum of directors, or (3) independent legal counsel determine that indemnification is proper under the circumstances.

         Section 78.751(2) authorizes a corporation's articles of incorporation, bylaws or agreement to provide that directors' and
officers' expenses incurred in defending a civil or criminal action must be paid by the corporation as incurred, rather than upon
final disposition of the action, upon receipt by the director or officer to repay the amount if a court ultimately determines that he is
not entitled to

                                                                  II-1
indemnification.

        Section 78.751(3)(a) provides that the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote or vote of disinterested directors. Section 78.751(3)(b)
extends the rights to indemnification and advancement of expenses to former directors, officers, employees and agents, as well as
their heirs, executors, and administrators.

       Regardless of whether a director, officer, employee or agent has the right to indemnity, Section 78.752 allows the
corporation to purchase and maintain insurance on his behalf against liability resulting from his or her corporate role.

        Our Bylaws also contain broad indemnification provisions.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors or officers
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities Exchange
Commission, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

       There is no pending litigation or proceeding involving any of our directors, officers, employees, or other agents as to
which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for
indemnification by any director, officer, employee, or other agent.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

        On April 23, 2007, we completed a private placement of 1,000,000 units at a price of $0.50 each to six individuals all of
whom reside in British Columbia, Canada. Each unit consisted of one share of our common stock, one Class C Non-redeemable
warrant to purchase a share of common stock at $0.50 per share for a period of 18 months from the date of issuance, one Class D
Non-redeemable warrant to purchase a share of common stock at $0.55 per share for a period of 24 months from the date of
issuance and once Class E Non-redeemable warrant to purchase a share of common stock at $0.60 per share for a period of 36
months from the date of issuance. We believe that these sales were exempt from the registration requirements of the Securities Act
by virtue of Section 4(2) thereof and/or Regulation S as promulgated thereunder.

         On February 12, 2008 we consummated the sale an aggregate of 3,675,000 shares of our common stock and Series F
Callable Warrants to purchase up to an additional 3,675,000 shares of our common stock at a purchase price of $1.00 per unit for
an aggregate purchase price of $3,675,000 pursuant to the terms of a Securities Purchase Agreement dated February 8, 2008 with
certain institutional and other accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act.
The Class F Callable Warrants have an exercise price of $1.25 per share and expire on February 12, 2011.

         The offer and sale of the securities was made to a limited number of institutional and other accredited investors in reliance
upon exemptions from the registration requirements pursuant to Section 4(2) under the Securities Act and Regulation D
promulgated thereunder. There was no general solicitation or advertising with respect to the private placement and each of the
purchasers provided written representations of an intent to acquire the securities for investment only and not with a view to or for
sale in connection with any distribution of the securities.



                                                                 II-2
Exhibit No .     Description of Exhibit

3.1      Articles of Incorporation, as amended.

3.2       Certificate of Amendment to the Articles of Incorporation changing name to New Energy Technologies, Inc.

3.3      By Laws.

4.1      Form of Subscription Agreement

4.2      Securities Purchase Agreement dated February 8, 2008.

5.1      Opinion of Sierchio & Company LLP regarding the legality of the securities being registered (Selling Stockholders).

5.2      Opinion of Sierchio & Company LLP regarding the legality of the securities being registered (Company).


10.1     Employment Termination Agreement with Mr. Cucinelli.

10.2     Employment Agreement with Mr. Patel.

10.3     Redacted USF Sponsored Research Agreement.

10.4     Redacted USF Option Agreement.

10.5     Redacted Veryst Agreement.

10.6     Redacted Sigma Design Agreement.

10.7     Form of Stock Option Agreement dated as of December 16, 2009 between Meetesh Patel and New Energy Technologies,
Inc.

10.8     Form of Stock Option Agreement dated as of December 16, 2009 between New Energy Technologies, Inc. and
its non-employee directors.

21.1     Schedule of Subsidiaries.

23.1     Consent of Sierchio & Company LLP (included in Exhibit 5.0 hereto).

23.2     Consent of Peterson Sullivan LLP.

24.1     Power of Attorney.

       __________________________________________________________


         (1)    Filed by reference to Exhibit 3(ii) in the registrant‘s registration statement filed on March 12, 2008 (SEC No.333- 149665


ITEM 17. UNDERTAKINGS

                The undersigned registrant hereby undertakes:


                                                                    II-3
       (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement:

        (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

         (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the ―Calculation of Registration Fee‖ table in the effective
registration statement; and

       (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;

        (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

   (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

   (4) For purposes of determining liability under the Securities Act of 1933 to any purchaser:

        (i) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration or
made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.

         (5)       That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities:

         The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:

           (i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the

                                                                   II-4
           offering required to be filed pursuant to Rule 424;

           (ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used
                     or referred to by the undersigned registrant;

            (iii) The portion of any other free writing prospectus relating to the offering containing material information about the
                      undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

           (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

          Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the provisions described under Item 24 above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.



                                                                 II-5
                                                          SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for the filing of this Pre-effective Amendment No. 1to Form S-1 and authorized this
Pre-effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Burtonsville, Maryland, on January 28, 2010.

New Energy Technologies, Inc.

By: /s/ Meetesh V. Patel
 Name:          Meetesh V. Patel
 Title: Chief Executive Officer and President, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.

/s/Meetesh V. Patel                                Dated: January 28, 2010
Name: Meetesh V. Patel
Title: Chief Executive Officer and President,
Chief Financial Officer Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer


Alastair Livesey, Director
By: /s/Meetesh V. Patel                              Dated: January 28, 2010
Meetesh V. Patel, Attorney in Fact

By: /s/Meetesh V. Patel                              Dated: January 28, 2010
Meetesh V. Patel, Attorney in Fact

Joseph Sierchio
By: /s/Meetesh V. Patel                              Dated: January 28, 2010
Meetesh V. Patel, Attorney in Fact



                                                                 II-6
                                U.S. SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549
                                                   --------------------
                                                      FORM S-1
                         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                                   --------------------
                                           New Energy Technologies, Inc.
                                     (Name of Small Business Issuer in Its Charter)
                                               INDEX TO EXHIBITS

Exhibit No .     Description of Exhibit

3.1      Articles of Incorporation, as amended.

3.2       Certificate of Amendment to the Articles of Incorporation changing name to New Energy Technologies, Inc.

3.3      By Laws.

4.1      Form of Subscription Agreement

4.2      Securities Purchase Agreement dated February 8, 2008.

5.1      Opinion of Sierchio & Company LLP regarding the legality of the securities being registered (Selling Stockholders).

5.2      Opinion of Sierchio & Company LLP regarding the legality of the securities being registered (Company).


10.1     Employment Termination Agreement with Mr. Cucinelli.

10.2     Employment Agreement with Mr. Patel.

10.3     Redacted USF Sponsored Research Agreement.

10.4     Redacted USF Option Agreement.

10.5     Redacted Veryst Agreement.

10.6     Redacted Sigma Design Agreement.

10.7     Form of Stock Option Agreement dated as of December 16, 2009 between Meetesh Patel and New Energy Technologies,
Inc.

10.8     Form of Stock Option Agreement dated as of December 16, 2009 between New Energy Technologies, Inc. and
its non-employee directors.

21.1     Schedule of Subsidiaries.

23.1     Consent of Sierchio & Company LLP (included in Exhibit 5.0 hereto).

23.2     Consent of Peterson Sullivan LLP.

24.1     Power of Attorney.

       __________________________________________________________


         (1)    Filed by reference to Exhibit 3(ii) in the registrant‘s registration statement filed on March 12, 2008 (SEC No.333- 149665
E-1
EXHIBIT 3.1

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

MAY 5, 1998
No. C10383-98
/s/ Dean Heller
Dean Heller, Secretary of State

                                                     ARTICLES OF INCORPORATION
                                                        (PURSUANT TO NRS 78)
Filing Fee:
Receipt#:

                                                          STATE OF NEVADA
                                                       [STATE OF NEVADA LOGO]


(For filing office use)
                                                                               Secretary of State
(For filing office use)
_________________________________________________________________________________________

1. NAME OF CORPORATION: Octillion Corp.
2. RESIDENT AGENT: (designated resident agent and STREET ADDRESS in Nevada where process may be served).
   Name of Resident Agent: National Registered Agents, Inc. of Nevada

Street Address:

Street No.        400
Street Name       West King Street
City               Carson City,
State              NV
Zip                89703
   Mailing Address (if differently):_____________________________________________________

3. AUTHORIZED SHARES: (number of shares the corporation is authorized to issue)
   Number of shares with par value 100,000,000 Par Value: $.001 Number of shares without par value:_______

4. GOVERNING BOARD: shall be styled as (check one): X Directors           Trustees
         THE FIRST BOARD OF DIRECTORS shall consist     1    members and the names and addresses are as follows:

  Name              Todd H. Weaver
Address             2000 South Ocean Lane #11.

City/State/Zip     Ft. Lauderdale FL 33316


5. PURPOSE: The purpose of the corporation is to conduct or promote any lawful business or purposes.

6. NRS 78.037: States that the articles of incorporation may also contain a provision eliminating or limiting the

                                                                       1
personal liability of a director or officer of the corporation or its stockholders for damages for breach of fiduciary duty as a director of officer
except acts or omissions which include misconduct or fraud. Do you want this provision to be part of your articles? Please check one of the
following: YES X NO

7. OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional
information noted on separate pages. But, if any of the additional information is contradictory to this form it cannot be filed and will be
returned to you for correction. NUMBER OF PAGES ATTACHED                 1
8. SIGNATURES OF INCORPORATORS: The names and addresses of each of the incorporators signing the articles: (signature must be
notarized )

Subscribed and sworn to before me this 4th day of May 1998
/s/ L. A. Uriarte
  Notary Public
[Notary Public Stamp]

Corporate Creations International Inc.
941 Fourth Street #200, Miami Beach FL 33139
Address
    City/State/Zip

/s/ Greg K. Kuroda


CORPORATE CREATIONS INTERNATIONAL INC.
Greg K. Kuroda Vice President

9. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
   National Registered Agents, Inc. of Nevada hereby accepts appointment as Resident Agent for the above named corporation.

   /s/ Assistant Secretary
Date: 5-4-98
  NATIONAL REGISTERED AGENTS, INC. OF NEVADA

ATTACHMENT #1

3. SHARES: continued

In addition, the Corporation shall have the authority to issue 1,000,000 shares of preferred stock, par value $.10 per share, which may be
divided into series and with the preferences, limitations and relative rights determined by the Board of Directors.
                                                            SECRETARY OF STATE

                                                               [STATE OF NEVADA LOGO]

                                                              CORPORATE CHARTER

          I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that OCTILLION CORP . did
          on May 5, 1998 file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the
          office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of
          said State of Nevada.



                                                                          IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
                                                                          Great Seal of

                                                                          2
State, at my office, in Carson City, Nevada, on May 6, 1998


/s/ Dean Heller
Secretary of State

By: /s/ Kelly R. Davenport
Certification Clerk
[STATE OF NEVADA LOGO]


3
Exhibit 3.2


                                      Ross Miller
                                      Secretary of State
                                      202 North Carson Street, Suite 1
                                      Carson City, Nevada 89701-4299
                                      (775) 684 5708
                                      Website: secretaryofstate.biz




                                  Certificate of Amendment
                                   (PURSUANT TO NRS 78.385 and 78.390)

      Use Black Ink Only – DO NOT HIGHLIGHT
                                                                                                                   ABOVE SPACE IS FOR OFFICE USE ONLY

                                          Certificate of Amendment to Articles of Incorporation
                                                      For Nevada Profit Corporations
                                       (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
      1. Name of corporation:
                         Octillion Corp.
      2. The articles have been amended as follows (provide article numbers, if available):
         A. Article I is amended to read as follows in its entirety:

             ―The name of the Corporation is ―New Energy Technologies, Inc. (the ―Corporation‖).‖
      3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a
      majority of the voting power, or such greater proportion of the voting power as may be required in the case of a
      vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in
      favor of the amendment is: 51.8%

      4. Effective date of filing (optional): 12/17/08
      5. Officer Signature (required):


          /X/    Meetesh Patel
      Signature of Officer


      *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding
      shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares
      representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the
      voting power thereof.
      IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be
      rejected.
                                                                                        Nevada Secretary of State Profit
      This form must be accompanied by appropriate fees.
                                                                                              Revised : 7-1-08




                                                                             1
EXHIBIT 3.3


                                                              Bylaws
                                                                  of
                                                           Octillion Corp.


                                                     ARTICLE I. DIRECTORS

Section 1. Function. All corporate powers shall be exercised by or under the authority of the Board of Directors. The business and
affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons who
are at least 18 years of age but need not be shareholders of the Corporation. Residents of any state may be directors.

Section 2. Compensation. The shareholders shall have authority to fix the compensation of directors. Unless specifically
authorized by a resolution of the shareholders, the directors shall serve in such capacity without compensation.

Section 3. Presumption of Assent. A director who is present at a meeting of the Board of Directors or a committee of the Board of
Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects
at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at
the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4. Number. The Corporation shall have at least the minimum number of directors required by law. The number of
directors may be increased or decreased from time to time by the Board of Directors.

Section 5. Election and Term. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the
next annual meeting or until their earlier resignation, removal from office or death. Directors shall be elected by a plurality of the
votes cast by the shares entitled vote in the election at a meeting at which a quorum is present.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number
of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by
the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.

Section 7. Removal of Directors. At a meeting of shareholders, any director or the entire Board of Directors may be removed, with
or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A
director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8. Quorum and Voting. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the
transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the
Board of Directors.

Section 9. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of
Directors, may designate from among its members one or more committees each of which must have at least two members. Each
committee shall have the authority set forth in the resolution

                                                                  1
designating the committee.

Section 10. Place of Meeting. Regular and special meetings of the Board of Directors shall be held at the principal meeting place
of business of the Corporation or at another place designated by the person or persons giving notice or otherwise calling the
meeting.

Section 11. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice at the
time and on the date designated by resolution of the Board of Directors. Written notice of the time, date and place of special
meetings of the Board of Directors shall be given to each director by mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a director who signs a waiver of notice either before or after the
meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the
place of the meeting, the time of the meeting, and the manner in which it has been called or convened, unless a director objects to
the transaction of business (promptly upon arrival at the meeting) because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in
the notice or waiver of notice of the meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another
time and place. Notice of an adjourned meeting shall be given to the directors who were not present at the time of the adjournment
and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
Meetings of the Board of Directors may be called by the President or the Chairman of the Board of Directors. Members of the
Board of Directors and any committee of the Board may participate in a meeting by telephone conference or similar
communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by these
means constitutes presence in person at a meeting.

Section 12. Action By Written Consent. Any action required or permitted to be taken at a meeting of directors may be taken
without a meeting if a consent in writing setting forth the action to be taken and signed by all of the directors is filed in the
minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent,
unless the consent specifies otherwise.

                                         ARTICLE II. MEETING OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of officers and for such
other business as may properly come before the meeting shall be held at such time and place as designated by the Board of
Directors

Section 2. Special Meeting. Special meetings of all the shareholders shall be held when directed by the President or when
requested in writing by shareholders holding at least 10% of the Corporation‘s stock having the right and entitled to vote at such
meeting. A meeting requested by shareholders shall be called by the president for a date not less than 10 nor more than 60 days
after the request is made. Only business within the purposes described in the meeting notice may be conducted at a special
shareholders‘ meeting.

Section 3. Place. Meetings of the shareholders will be held at the principal place of business of the Corporation or at such other
place as is designated by the Board of Directors.

Section 4. Notice. A written notice of each meeting of shareholders shall be mailed to each shareholder having the right and
entitled to vote at the meeting at the address as it appears on the records of the Corporation. The meeting notice shall be mailed
not less than 10 or more than 60 days before the date set

                                                                 2
for the meeting. The record date for determining shareholders entitled to vote at the meeting will be the close of business on the
day before the notice is sent. The notice shall state the time and place the meeting is to be held. A notice of special meeting shall
also state the purposes of the meeting. A notice of meeting shall be sufficient for that meeting and any adjournment of it. If a
shareholder transfers any shares after the notice is sent, it shall not be necessary to notify the transferee. All shareholders may
waive notice of a meeting at any time.

Section 5. Shareholders Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. Any number of shareholders, even if less than quorum, may adjourn the meeting without
further notice until a quorum is obtained.

Section 6. Shareholder Voting. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders. Each outstanding share shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders. An alphabetical list of all shareholders who are entitled to notice
of a shareholders‘ meeting along with their addresses and the number of shares held by each shall be produced at a shareholders‘
meeting upon the request of any shareholder.

Section 7. Proxies. A shareholder entitled to vote at any meeting of shareholders or any adjournment thereof may vote in person or
by proxy executed in writing and signed by the shareholder or his attorney-in-fact. The appointment of proxy will be effective
when received by the Corporation‘s officer or agent authorized to tabulate votes. No proxy shall be valid more than 11 months
after the date of its execution unless a longer term is expressly stated in the proxy.

Section 8. Validation. If shareholders who hold a majority of the voting stock entitled to vote at a meeting are present at the
meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not
legally called and noticed.

Section 9. Conduct of Business By Written Consent. Any action of the shareholders may be taken without a meeting if written
consents, setting forth the action taken, are signed by at least a majority of shares entitled to vote and are delivered to the officer or
agent of the Corporation having custody of the Corporation‘s records within 60 days after the date that the earliest written consent
was delivered. Within 10 days after obtaining an authorization of an action by written consent, notice shall be given to those
shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the
material features of the authorized action. If the action creates dissenters‘ rights, the notice shall contain a clear statement of the
right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the state law
governing corporations.

                                                      ARTICLE III. OFFICERS

Section 1. Officers; Election; Resignation; Vacancies. The Corporation shall have the officers and assistant officers that the
Board of Directors appoint from time to time. Except as otherwise provided in an employment agreement which the Corporation
has with an officer, each officer shall serve until a successor is chosen by the directors at a regular or special meeting of the
directors or until removed. Officers and agents shall be chosen, serve for the terms, and have the duties determined by the
directors. A person may hold two or more offices.

Any officer may resign at any time upon written notice to the Corporation. The resignation shall be effective upon receipt, unless
the notice specifies a later date. If the registration is effective at a later date and the Corporation accepts the future effective date,
the Board of Directors may fill the pending vacancy before the effective date provided the successor officer does not take office
until the future effective date.

                                                                    3
 Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled for the
unexpired portion of the term by the Board of Directors at any regular or special meeting.

Section 2. Powers and Duties of Officers . The officers of the Corporation shall have such powers and duties in the management
of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their
respective offices, subject to the control of the Board of Directors.

Section 3. Removal of Officers . An officer or agent or member of a committee elected or appointed by the Board of Directors
may be removed by the Board with or without cause whenever in its judgment the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer, agent or member of a committee shall not of itself create contract rights. Any officer, if appointed by
another officer, may be removed by that officer.

Section 4. Salaries. The Board of Directors may cause the Corporation to enter into employment agreements with any officer of
the Corporation. Unless provided for in an employment agreement between the Corporation and an officer, all officers of the
Corporation serve in their capacities without compensation.

Section 5. Bank Accounts . The Corporation shall have accounts with financial institutions as determined by the Board of
Directors.

                                                 ARTICLE IV. DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to its shareholders in cash, property, or its own shares, unless
the distribution would cause (i) the Corporation to be unable to pay its debts as they become due in the usual course of business, or
(ii) the Corporation‘s assets to be less than its liabilities plus the amount necessary, if the Corporation were dissolved at the time
of the distribution, to satisfy the preferential rights of shareholders whose rights are superior to those receiving the
distribution. The shareholders and the Corporation may enter into an agreement requiring the distribution or corporate profits,
subject to the provisions of law.

                                             ARTICLE V. CORPORATE RECORDS

Section 1. Corporate Records. The Corporation shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all meetings
of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the Board of Directors on behalf of the Corporation. The
Corporation shall maintain accurate accounting records and a record of its shareholders in a form that permits preparation of a list
of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares
held by each.

The corporation shall keep a copy of its articles or restated articles of incorporation and all amendments to them currently in
effect; these Bylaws or restated Bylaws and all amendments currently in effect; resolutions adopted by the Board of Directors
creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if share issued
pursuant to those resolutions are outstanding; the minutes of all shareholders‘ meetings and records of all actions taken by
shareholders without a meeting for the past three years; written communication to all shareholders generally or all shareholders of
a class of series within the past three years, including the financial statements furnished

                                                                  4
for the last three years; a list of names and business street addresses of its current directors and officers; and its most recent annual
report delivered to the Department of State.

Section 2. Shareholders‘ Inspection Rights . A shareholder is entitled to inspect and copy, during regular business hours at a
reasonable location specified by the Corporation, any books and records of the Corporation. The shareholder must give the
Corporation written notices of this demand at least five business days before the date on which he wishes to inspect and copy the
record(s). The demand must be made in good faith and for a proper purpose. The shareholder must describe with reasonable
particularity the purpose and the records he desires to inspect, and the records must be directly connected with this purpose. This
section does not affect the right of a shareholder to inspect and copy the shareholders‘ list described in this Article if the
shareholder is in litigation with the Corporation. In such a case, the shareholder shall have the same rights as any other litigant to
compel the production of corporate records for examination.

The corporation may deny any demand for inspection if the demand was made for an improper purpose, or if the demanding
shareholder has within the two years preceding his demand, sold or offered for sale any list of shareholders of the Corporation or
of any other corporation, has aided or abetted any person in procuring any list of shareholders for that purpose, or has improperly
used any information secured through any prior examination of the records of this Corporation or any other corporation.


Section 3. Financial Statements for Shareholders . Unless modified by resolution of the shareholders within 120 days after the
close of each fiscal year, the Corporation shall furnish its shareholders with annual financial statements which may be
consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year. If financial
statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial
statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the
statements must be accompanied by a statement of the President or the person responsible for the Corporation‘s accounting
records stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles
and, if not, describing the basis of preparation and describing any respects in which the statements were not prepared for the
preceding year. The Corporation shall mail the annual financial statements to each shareholder within 120 days after the close of
each fiscal year or within such additionally time thereafter as if reasonably necessary to enable the Corporation to prepare its
financial statements. Thereafter, on written request from a shareholder who was not mailed the statements, the Corporation shall
mail him the latest annual financial statements.

Section 4. Other Reports to Shareholders. If the Corporation indemnifies or advances expenses to any director, officer,
employee, or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance
maintained by the Corporation, the Corporation shall report the indemnification or advance in writing to the shareholders‘
meeting, or prior to the meeting if the indemnification or advance occurs after the giving of the notice but prior to the time the
annual meeting is held. The report shall include a statement specifying the persons paid, the amounts paid, and the nature and
status at the time of such payment of the litigation or threatened litigation.

If the Corporation issues or authorizes the issuance of shares for promises to render services in the future, the Corporation shall
report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation,
with or before the notice of the next shareholders‘ meeting.


                                                                   5
                                              ARTICLE VI. STOCK CERTIFICATES

Section 1. Issuance . The Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or
series without certificates. Each certificate issued shall be signed by the President and the Secretary (or the Treasurer). The
rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

Section 2. Registered Shareholders . No certificate shall be issued for any share until the share is fully paid. The Corporation
shall be entitled to treat the holder of record of shares as the holder in fact and, except as otherwise provided by law, shall not be
bound to recognize any equitable or other claim to or interest in the shares.

Section 3. Transfer of Shares . Shares of the Corporation shall be transferred on its books only after the surrender to the
Corporation of the share certificates duly endorsed by the holder of record or attorney-in-fact. If the surrendered certificates are
canceled, new certificates shall be issued to the person entitled to them, and the transaction recorded on the books of the
Corporation.

S ection 4. Lost, Stolen or Destroyed Certificates . If a shareholder claims to have lost or destroyed a certificate of shares issued
by the Corporation, a new certificate shall be issued upon the delivery to the Corporation of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of
a bond or other indemnity as the Board reasonably requires.

                                               ARTICLE VII. INDEMNIFICATION

Section 1. Right to Indemnification. The Corporation hereby indemnifies each person (including the heirs, executors,
administrators, or estate of such person) who is or was a director or officer of the Corporation to the fullest extent permitted or
authorized by current or future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses,
including attorneys‘ fees, arising out of his or her status as a director, officer, agent, employee, or representative. The foregoing
right of an indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs
and expenses, whether or not the Corporation would have the legal power to indemnify them directly against such liability.

Section 2. Advances. Costs, charges and expenses (including attorneys‘ fees) incurred by a person referred to in Section 1 of this
Article in defending a civil or criminal proceeding shall be paid by the Corporation in advance of the final disposition thereof
upon receipt of an undertaking to repay all amounts advanced if it ultimately determined that the person is not entitled to be
indemnified by the Corporation as authorized by this Article, and upon satisfaction of other conditions required by current or
future legislation.

Section 3. Savings Clause. If this Article or any portion of it is invalidated on any ground by a court of competent jurisdiction,
the Corporation nevertheless indemnifies each person described in Section 1 of this Article to the fullest extent permitted by all
portions of this Article that have not been invalidated and to fullest extent permitted by law.

                                                  ARTICLE VIII. AMENDMENT

These Bylaws may be altered, amended, or repealed, and new Bylaws adopted, by a majority vote of the directors or by a vote of
the shareholders holding a majority of the shares.

                                                                   6
I certify that these are the Bylaws adopted by the Board of Directors of the Corporation.


                           /s/ Todd Weaver
                           Secretary

                           Date: May 5, 1998


                                                        7
Exhibit 4.1                      Form of Subscription Agreement


                                NEW ENERGY TECHNOLOGIES, INC.
                                          SUBSCRIPTION AGREEMENT

 THE OFFER AND SALE OF UP TO 10,000,000 SHARES OF COMMON STOCK IN ACCORDANCE WITH THE PROSPECTUS
                                            DATED <>, 2010

                                            Offering Price - $<> per share

        In order to purchase shares of common stock, $.001 par value per share (the ―Shares‖) of New Energy
Technologies, Inc., a Nevada corporation (the ― Company ‖), as described in, and in accordance with, the Prospectus
dated _________, 2010 (the ― Prospectus ‖) accompanying this Subscription Agreement, a prospective investor must
complete and sign this Subscription Agreement.

1. Number of Shares subscribed for: ______________________________________________

2. Payment tendered (number of Shares subscribed for multiplied by $<>): _______________

Payments can be made in cash or by check, bank draft or postal express money order payable to New Energy
Technologies, Inc. or by wire transfer of funds as follows:

FORWARD THIS SUBSCRIPTION AGREEMENT TO NEW ENERGY TECHNOLOGIES, INC. AT:

                                                 3905 NATIONAL DRIVE
                                                        SUITE 110
                                          BURTONSVILLE, MARYLAND 20866
                                      Attention: President and Chief Executive Officer

In connection with the offer and sale of the Shares, the Company reserves the right, in its sole discretion, to reject any
subscription in whole or in part for any reason whatsoever notwithstanding the tender of payment at any time prior to
its acceptance of any subscriptions.

This Subscription Agreement does not constitute an offer to sell or a solicitation of any offer to buy any Shares by
anyone in any jurisdiction in which such offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.

The shares have not been registered in the State of Florida. The sale of the shares pursuant to this Subscription
Agreement in the State of Florida shall be voidable by the Purchaser within three days after the receipt of consideration
from such purchaser by New Energy Technologies, Inc. Florida residents hereby represent that they have such
knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of the investment in New Energy Technologies, Inc. and they are able to bear the economic risk to such
investment.
                                                             1
                  SIGNATURE PAGE TO THE NEW ENERGY TECHNOLOGIES, INC.
                               SUBSCRIPTION AGREEMENT




_____________________________             _____________________________
Signature                                       Date

____________________________              _____________________________
Print Name of Purchaser                         Soc. Sec. or Tax ID No.

___________________________________________________________________________
Address for Delivery of Shares

___________________________________________________________________________
Telephone Number                                       Facsimile Number


____________________________________________________________________________
Email Address


                                               2
Exhibit 4.2                        Securities Purchase Agreement dated February 8, 2008.



                                              SECURITIES PURCHASE AGREEMENT

         This Securities Purchase Agreement (this ― Agreement ‖) is dated as of February 8, 2008, among Octillion Corp, a
Nevada corporation (the ― Company ‖), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a ― Purchaser ‖ and collectively the ― Purchasers ‖).

          WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the ― Securities Act ‖), and Rule 506 promulgated thereunder, the Company desires to issue
and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the
Company as more fully described in this Agreement.

         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other
good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser
agree as follows:

                                                           ARTICLE I

                                                         DEFINITIONS

1.1
         Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the
following terms have the meanings set forth in this Section 1.1:

              ― Action ‖ shall have the meaning ascribed to such term in Section 3.1(j).

              ― Affiliate ‖ means any Person that, directly or indirectly through one or more intermediaries, controls or is
       controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the
       Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary
       basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

              ― Business Day ‖ means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the
       United States or any day on which banking institutions in the State of New York are authorized or required by law or other
       governmental action to close.

              ― Closing ‖ means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

              ― Closing Date ‖ means the Trading Day when all of the Transaction Documents have been executed and delivered
         by the applicable parties thereto, and all conditions precedent to (i) the Purchasers‘ obligations to pay the Subscription
         Amount and (ii) the Company‘s obligations to deliver the Shares have been satisfied or waived.

              ― Commission ‖ means the Securities and Exchange Commission.


                                                                1
        ― Common Stock ‖ means the common stock of the Company, par value $0.0001 per share, and any other class of
securities into which such securities may hereafter be reclassified or changed into.

        ― Common Stock Equivalents ‖ means any securities of the Company or the Subsidiaries which would entitle the
holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Common Stock.

      ― Company Counsel ‖ means Sierchio Greco & Greco, LLP, located at 110 East 59             th
                                                                                                     Street, New York, New
York 10022.

       ― Disclosure Schedules ‖ means the disclosure schedules of the Company delivered concurrently herewith.

       ― Effective Date ‖ means the date that the initial Registration Statement filed by the Company pursuant to the
Registration Rights Agreement is first declared effective by the Commission.

       ― Evaluation Date ‖ shall have the meaning ascribed to such term in Section 3.1(r).

      ― Exchange Act ‖ means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

       ― Exempt Issuance ‖ means the issuance of (a) shares of Common Stock or options to employees, officers or
directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the
members of the Board of Directors of the Company or a majority of the members of a committee of non-employee
directors established, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder
and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities, (c) the
Placement Agent Warrant and the Placement Agent Shares, (d) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall
only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the
business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not
include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities, and (e) for purposes of Sections 4.12 and 4.17 only and with the prior
written consent of Westminster, up to an amount of Common Stock and warrants equal to the difference between
$3,675,000 and the aggregate Subscription Amounts hereunder, on the same terms and conditions as hereunder, with
investors executing definitive agreements for the purchase of such securities and such transactions having closed on or
before the earlier of (i) the Filing Date (as defined in the Registration Rights Agreement) or (ii) the date that the initial
Registration Statement is actually filed with the Commission.

       ― FWS ‖ means Feldman Weinstein & Smith LLP with offices located at 420 Lexington Avenue, Suite 2620, New
York, New York 10170-0002.


                                                          2
       ― GAAP ‖ shall have the meaning ascribed to such term in Section 3.1(h).

       ― Indebtedness ‖ shall have the meaning ascribed to such term in Section 3.1(aa).

       ― Intellectual Property Rights ‖ shall have the meaning ascribed to such term in Section 3.1(o).

       ― Legend Removal Date ‖ shall have the meaning ascribed to such term in Section 4.1(c).

        ― Liens ‖ means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other
restriction.

       ― Material Adverse Effect ‖ shall have the meaning assigned to such term in Section 3.1(b).

       ― Material Permits ‖ shall have the meaning ascribed to such term in Section 3.1(m).

       ― Maximum Number of Shares ‖ shall have the meaning ascribed to such term in Section 2.1.

       ― Minimum Number of Shares ‖ shall have the meaning ascribed to such term in Section 2.1.

       ― Participation Maximum ‖ shall have the meaning ascribed to such term in Section 4.17.

       ― Per Share Purchase Price ‖ equals $1.00 subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this
Agreement.

       ― Person ‖ means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind.

      ― Placement Agent Agreement ‖ means the Placement Agent Agreement, dated as of December 20, 2007, by and
between the Company and Westminster.

       ―Placement Agent Shares‖ shall have the meaning ascribed to such term in Section 2.2.

       ―Placement Agent Warrants‖ shall have the meaning ascribed to such term in Section 2.2.

       ― Pre-Notice ‖ shall have the meaning ascribed to such term in Section 4.17.

       ― Proceeding ‖ means an action, claim, suit, investigation or proceeding (including, without limitation, an informal
investigation or partial proceeding, such as a deposition), whether commenced or threatened.

       ― Purchaser Party ‖ shall have the meaning ascribed to such term in Section 4.8.

     ― Registration Rights Agreement ‖ means the Registration Rights Agreement, dated the date hereof, among the
Company and the Purchasers, in the form of Exhibit A attached hereto.

       ― Registration Statement ‖ means a registration statement meeting the requirements set forth in the Registration
Rights Agreement and covering the resale by the Purchasers of the Shares and

                                                         3
       the Warrant Shares.

       ― Required Approvals ‖ shall have the meaning ascribed to such term in Section 3.1(e).

      ― Rule 144 ‖ means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.

       ― SEC Reports ‖ shall have the meaning ascribed to such term in Section 3.1(h).

       ― Securities ‖ means the Shares, the Warrants and the Warrant Shares.

       ― Securities Act ‖ means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

       ― Shares ‖ means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

       ― Short Sales ‖ means all ―short sales‖ as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

      ― Subscription Amount ‖ means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants
purchased hereunder as specified below such Purchaser‘s name on the signature page of this Agreement and next to the
heading ―Subscription Amount‖, in United States dollars and in immediately available funds.

       ― Subsequent Financing ‖ shall have the meaning ascribed to such term in Section 4.17.

       ― Subsequent Financing Notice ‖ shall have the meaning ascribed to such term in Section 4.17.

       ― Subsidiary ‖ means any subsidiary of the Company as set forth on Schedule 3.1(a)       and shall, where applicable,
include any subsidiary of the Company formed or acquired after the date hereof.

       ― Trading Day ‖ means a day on which the New York Stock Exchange is open for business.

       ― Trading Market ‖ means the following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the
Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board.

     ― Transaction Documents ‖ means this Agreement, the Warrants, the Registration Rights Agreement, and any other
documents or agreements executed in connection with the transactions contemplated hereunder.

          ― Transfer Agent ‖ means Holladay Stock Transfer, Inc., the current transfer agent of the Company, with a
 mailing address of 2939 North 67 th Place, Scottsdale, Arizona 85251 and a facsimile number of (480) 481-3941, and any
 successor transfer agent of the Company.

                                                        4
                   ― VWAP ‖ means, for any date, the price determined by the first of the following clauses that applies: (a) if the
         Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common
         Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or
         quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02
         p.m. (New York City time); (b) if the OTC Bulletin Board is not a Trading Market, the volume weighted average price
         of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock
         is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the
         ―Pink Sheets‖ published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting
         prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market
         value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of
         a majority in interest of the Shares then outstanding and reasonably acceptable to the Company, the fees and expenses of
         which shall be paid by the Company.

               ― Warrants ‖ means collectively the Series F Common Stock purchase warrants delivered to the Purchasers at the
       Closing in accordance with Section 2.2(a)(iv) hereof, and having a term of exercise equal to 3 years and an initial
       exercise price of $1.25 per share, in the form of Exhibit B attached hereto.

               ― Warrant Shares ‖ means the shares of Common Stock issuable upon exercise of the Warrants.

               ― Westminster ‖ shall mean Westminster Securities Corp.

                                                           ARTICLE II

                                                     PURCHASE AND SALE

         2.1
                  Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially
concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the
Purchasers, severally and not jointly, agree to purchase, a minimum number (the ― Minimum Number of Shares ‖) of 1,500,000
Shares and an aggregate maximum number (the ― Maximum Number of Shares‖ ) of 3,675,000 Shares, in the individual amounts
specified on each Purchaser‘s signature page.

          Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to its Subscription
Amount and the Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section
2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon
satisfaction of the conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of FWS or such other location
as the parties shall mutually agree.

         2.2 Deliveries .

        (a)      On or prior to the Closing Date the Company shall deliver or cause to be delivered to each Purchaser the
following:

                  (i)    this Agreement duly executed by the Company;

                                                                  5
                 (ii)    a legal opinion of Company Counsel, in the form of Exhibit C attached hereto;

                 (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on
        an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser‘s Subscription Amount divided
        by the Per Share Purchase Price, registered in the name of such Purchaser;

               (iv)   a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common
Stock equal to 100% of such Purchaser‘s Shares, with an exercise price equal to $1.25 per share, subject to adjustment therein;

               (v) a Warrant registered in the name of Westminster, or its designees, to purchase up to a number of shares
        of Common Stock equal to 7% of the aggregate Subscription Amounts divided by $1.00, (such Warrants, the ― Placement
        Agent Warrants ‖ and the aggregate number of shares of Common Stock underlying the Placement Agent Warrants, the ―
        Placement Agent Shares ‖);

                 (vi)
                           the Registration Rights Agreement duly executed by the Company.

         (b)
                 On or prior to the Closing Date each Purchaser shall deliver or cause to be delivered to the Company the
following:

                 (i)     this Agreement duly executed by such Purchaser;

                 (ii)    such Purchaser‘s Subscription Amount by wire transfer to the Company; and

                 (iii)   the Registration Rights Agreement duly executed by such Purchaser.

        2.3     Closing Conditions .

        (a)     The obligations of the Company hereunder in connection with the Closing are subject to the following conditions
being met:

                  (i)   the accuracy in all material respects when made and on the Closing Date,
        of the representations and warranties of the Purchasers contained herein;

                (iii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the
        Closing Date have been performed;

                 (iii)   the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement; and

                 (iv)    receipt of Subscription Amounts for the Minimum Number of Shares.


         (b)    The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following
conditions being met:


                                                                 6
                 (i) the accuracy in all material respects when made and on the Closing Date of the representations and
        warranties of the Company contained herein;

                (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the
        Closing Date shall have been performed;

                 (iii)   the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

                 (iv)    there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

                  (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the
        Commission or the Company‘s principal Trading Market (except for any suspension of trading of limited duration agreed
        to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing
        Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or
        minimum prices shall not have been established on securities whose trades are reported by such service, or on any
        Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State
        authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or
        international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which,
        in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares
        and Warrants at the Closing.

                                                          ARTICLE III

                                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties of the Company . Except as set forth in the Disclosure Schedules, which Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation or warranty made herein to the extent of the
disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following
representations and warranties to each Purchaser:

         (a) Subsidiaries . All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The
Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any
Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid,
non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no
subsidiaries, then all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

          (b) Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as
currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the
Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each
jurisdiction in which the nature of the business conducted or property owned by it

                                                                 7
         makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company‘s ability to
perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a
― Material Adverse Effect ‖) and no Proceeding has been instituted in any such jurisdiction revoking limiting or curtailing or
seeking to revoke, limit or curtail such power and authority or qualification.

         (c) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection
therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will
have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors‘ rights generally, (ii) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.

         (d) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company, the
issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated hereby and
thereby do not and will not (i) conflict with or violate any provision of the Company‘s or any Subsidiary‘s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company
or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any
property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with
or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of
clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

         (e) Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or
order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction
Documents, other than (i) filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the
Registration Statement, (iii) application(s), if any, to each applicable Trading Market for the listing of the Securities for trading
thereon in the time and manner required thereby, and (iv) the filing of Form D with the Commission and such filings as are
required to be made under applicable state securities laws (collectively, the ― Required Approvals ‖).

                                                                  8
         (f) Issuance of the Securities . The Securities are duly authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares,
when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free
and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum
number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.

          (g) Capitalization . The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall
also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the
date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act,
other than pursuant to the exercise of employee stock options under the Company‘s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company‘s employee stock purchase plan and pursuant to the conversion or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No
Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no
outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or
any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The
issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any
Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are
validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of
such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase
securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required
for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company‘s capital stock to which the Company is a party or, to the knowledge of the Company, between or
among any of the Company‘s stockholders.

          (h) SEC Reports; Financial Statements . The Company has filed all reports, schedules, forms, statements and other
documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section
13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or
regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the ― SEC Reports ‖) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the
SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect
at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted
accounting principles

                                                                   9
         applied on a consistent basis during the periods involved (― GAAP ‖), except as may be otherwise specified in such
financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by
GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and
for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.

          (i)     Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a
Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be
reflected in the Company‘s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its
capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to
existing Company stock option plans. The Company does not have pending before the Commission any request for confidential
treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule
3.1(i) , no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their
respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made that has not been publicly disclosed at least 1 Trading Day prior
to the date that this representation is made.

           (j)   Litigation . There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the
knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or
foreign) (collectively, an ― Action ‖) which (i) adversely affects or challenges the legality, validity or enforceability of any of the
Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to
result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been
the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of
fiduciary duty. Except as disclosed on Schedule 3.1(j) , there has not been, and to the knowledge of the Company, there is not
pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer
of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

          (k)     Labor Relations . No material labor dispute exists or, to the knowledge of the Company, is imminent with
respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse
Effect. None of the Company‘s or its Subsidiaries‘ employees is a member of a union that relates to such employee‘s relationship
with the Company or such Subsidiary, and neither the Company or any of its Subsidiaries is a party to a collective bargaining
agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive
officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment
contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or
agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the
Company or any of its Subsidiaries to any liability

                                                                  10
         with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal,
state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of
employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          (l) Compliance . Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or
any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any
court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of anygovernmental
authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that
affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

         (m) Regulatory Permits . The Company and the Subsidiaries possess all certificates, authorizations and permits issued
by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as
described in the SEC Reports, except where the failure to possess such permits would not have or reasonably be expected to result
in a Material Adverse Effect (― Material Permits ‖), and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any Material Permit.

         (n)
                    Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real
property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all
personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear
of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state
or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under
lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the
Company and the Subsidiaries are in compliance.

          (o) Patents and Trademarks . The Company and the Subsidiaries have, or have rights to use, all patents, patent
applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and
other intellectual property rights and similar rights necessary or material for use in connection with their respective businesses as
described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the ―
Intellectual Property Rights ‖). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of
the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To
the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by
another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        (p) Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the
Subsidiaries are engaged, including, but not limited to,

                                                                  11
         directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor
any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a
significant increase in cost.

         (q) Transactions With Affiliates and Employees . Except as set forth in the SEC Reports, none of the officers or
directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the
Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner, in each case in excess of $60,000 other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option
agreements under any stock option plan of the Company.

         (r) Sarbanes-Oxley; Internal Accounting Controls . The Company is in material compliance with all provisions of the
Sarbanes-Oxley Act of 2002 that are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system
of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management‘s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance
with management‘s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed
such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
Commission‘s rules and forms. The Company‘s certifying officers have evaluated the effectiveness of the Company‘s disclosure
controls and procedures as of the end of the period covered by the Company‘s most recently filed periodic report under the
Exchange Act (such date, the ― Evaluation Date ‖). The Company presented in its most recently filed periodic report under the
Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on
their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company‘s internal
control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely
to materially affect, the Company‘s internal control over financial reporting.

          (s) Certain Fees . Other than the fees payable to Westminster which are set forth on Schedule 3.1(s) attached hereto,
no brokerage or finder‘s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant,
finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf
of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated
by the Transaction Documents.

         (t) Private Placement . Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3.2,
no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as
contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the
Trading Market.

                                                                12
        (u) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for
the Securities, will not be or be an Affiliate of, an ―investment company‖ within the meaning of the Investment Company Act of
1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment
Company Act of 1940, as amended.

          (v) Registration Rights . Other than each of the Purchasers, no Person has any right to cause the Company to effect the
registration under the Securities Act of any securities of the Company.

          (w) Listing and Maintenance Requirements . The Company‘s Common Stock is registered pursuant to Section 12(b) or
12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the
effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any
notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months
preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to
the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The
Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such
listing and maintenance requirements.

         (x) Application of Takeover Protections . The Company and its board of directors have taken all necessary action, if
any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company‘s certificate of incorporation (or similar
charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the
Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including
without limitation as a result of the Company‘s issuance of the Securities and the Purchasers‘ ownership of the Securities.

         (y) Disclosure . Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, the Company confirms that neither it nor, to its knowledge, any other Person acting on its behalf has
provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute
material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing
representation in effecting transactions in securities of the Company. All disclosure furnished by or on behalf of the Company to
the Purchasers regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules
to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not
misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement
taken as a whole, in conjunction with the SEC Reports, do not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which
they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereof.

          (z) No Integrated Offering . Assuming the accuracy of the Purchasers‘ representations and warranties set forth in Section
3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the
Securities to be

                                                                  13
         integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval
provisions of any Trading Market on which any of the securities of the Company are listed or designated.

           (aa) Solvency . Based on the financial condition of the Company as of the Closing Date, after giving effect to the
receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company‘s
assets exceeds the amount that will be required to be paid on or in respect of the Company‘s existing debts and other liabilities
(including known contingent liabilities) as they mature; (ii) the Company‘s assets do not constitute unreasonably small capital to
carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the
particular capital requirements of the business conducted by the Company, and projected capital requirements and capital
availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were
it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or
in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its
ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its
debt). The Company has no knowledge of any facts or circumstances that lead it to believe that it will file for reorganization or
liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule
3.1(aa) sets forth as of the dates thereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary,
or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, ― Indebtedness ‖ means (a)
any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the
ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of
others, whether or not the same are or should be reflected in the Company‘s balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and
(c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with
GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

          (bb) Tax Status . Except for matters that would not, individually or in the aggregate, have or reasonably be expected to
result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and
franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax
deficiency which has been asserted or threatened against the Company or any Subsidiary.

         (cc) No General Solicitation . Neither the Company nor, to the Company‘s knowledge, any person acting on behalf of
the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company
has offered the Securities for sale only to the Purchasers and certain other ―accredited investors‖ within the meaning of Rule 501
under the Securities Act.

          (dd) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other
person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the
Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended.


                                                                    14
        (ee) Accountants . The Company‘s accounting firm is set forth on Schedule 3.1(ee) of the Disclosure Schedule. To
the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the
Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company‘s Annual
Report on Form 10-KSB for the year ending August 31, 2007.

        (ff) No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or
reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently
employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers.

         (gg) Acknowledgment Regarding Purchasers‘ Purchase of Securities . The Company acknowledges and agrees that
each of the Purchasers is acting solely in the capacity of an arm‘s length purchaser with respect to the Transaction Documents and
the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection
with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers‘ purchase of the
Securities. The Company further represents to each Purchaser that the Company‘s decision to enter into this Agreement and the
other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the
Company and its representatives.

          (hh) Acknowledgement Regarding Purchaser‘s Trading Activity. Anything in this Agreement or elsewhere herein to the
contrary notwithstanding (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company (i) that
none of the Purchasers have been asked to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or
short, securities of the Company, or ―derivative‖ securities based on securities issued by the Company or to hold the Securities for
any specified term; (ii) that past or future open market or other transactions by any Purchaser, including Short Sales, and
specifically including, without limitation, Short Sales or ―derivative‖ transactions, before or after the closing of this or future
private placement transactions, may negatively impact the market price of the Company‘s publicly-traded securities; (iii) that any
Purchaser, and counter-parties in ―derivative‖ transactions to which any such Purchaser is a party, directly or indirectly, presently
may have a ―short‖ position in the Common Stock, and (iv) that each Purchaser shall not be deemed to have any affiliation with or
control over any arm‘s length counter-party in any ―derivative‖ transaction. The Company further understands and acknowledges
that (a) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are
outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to
Securities are being determined and (b) such hedging activities (if any) could reduce the value of the existing stockholders‘ equity
interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that
such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

          (ii) Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken,
directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for
soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company‘s
placement agent in connection with the placement of the Securities.


                                                                  15
         3.2 Representations and Warranties of the Purchasers . Each Purchaser hereby, for itself and for no other Purchaser,
represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

         (a) Organization; Authority . If such Purchaser is an entity, such Purchaser is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and
authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out
its obligations hereunder and thereunder. The execution, delivery and performance by such Purchaser of the transactions
contemplated by this Agreement have been duly authorized by any necessary corporate or similar action on the part of such
Purchaser. Each Transaction Document to which such Purchaser is a party has been duly executed by such Purchaser, and when
delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms,


except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors‘ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.

           (b) Own Account . Such Purchaser understands that the Securities are ―restricted securities‖ and have not been
registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own
account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser‘s right to
sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities
laws) in violation of the Securities Act or any applicable state securities law. If such Purchaser is not an individual, such
Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Each Purchaser who is an individual must
also fill out an individual investor questionnaire provided by Westminster and deliver such questionnaire at the Closing.

         (c) Purchaser Status . At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on
each date on which it exercises any Warrants, it will be either: (i) an ―accredited investor‖ as defined in Rule 501(a) under the
Securities Act or (ii) a ―qualified institutional buyer‖ as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not
required to be registered as a broker-dealer under Section 15 of the Exchange Act.

         (d) Experience of Such Purchaser . Such Purchaser, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks
of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is
able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such
investment.

          (e) General Solicitation . Such Purchaser is not purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or

                                                                 16
         any other general solicitation or general advertisement.

          (f) Short Sales and Confidentiality Prior To The Date Hereof . Other than the transactions contemplated hereunder,
such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or
indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing
from the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing
the Company setting forth the material terms of the transactions contemplated hereunder until the date hereof (― Discussion Time
‖).


Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser‘s assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of such Purchaser‘s assets, the representation set
forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such
Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the
existence and terms of this transaction).

                                                           ARTICLE IV

                                         OTHER AGREEMENTS OF THE PARTIES

         4.1       Transfer Restrictions .

          (a)The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any
transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a
Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to
provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the
Registration Rights Agreement.

          (b)The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities
in the following form:


               THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
               COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
               EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
               ―SECURITIES ACT‖), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
               TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
               AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
               REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
               SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
               SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY

                                                                    17
               ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A
               BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
               FINANCIAL INSTITUTION THAT IS AN―ACCREDITED INVESTOR‖ AS DEFINED IN RULE 501(a)
               UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


         The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin
agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is
an ―accredited investor‖ as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this
Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may
transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to
approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in
connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser‘s expense, the Company
will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in
connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the
Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the
Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders
thereunder.

         (c)     Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth
in Section 4.1(b)), (i) while a registration statement (including the Registration Statement) covering the resale of such security is
effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such
Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective
Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is
exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares
shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no
longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the
Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive
legend (such third Trading Day, the ― Legend Removal Date ‖), deliver or cause to be delivered to such Purchaser a certificate
representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its
records or give instructions to any Transfer Agent of the Company that enlarge the restrictions on transfer set forth in this
Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent of the
Company to the Purchaser by crediting the account of the Purchaser‘s prime broker with the Depository Trust Company System as
directed by such Purchaser.

         (d)     In addition to such Purchaser‘s other available remedies, the Company shall pay to a Purchaser, in cash, as partial
liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the VWAP of the Common Stock
on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to
Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to
accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend. Nothing herein
shall limit such Purchaser‘s right to pursue actual damages for the Company‘s failure to deliver certificates representing any
Securities as required by the Transaction Documents, and

                                                                   18
         such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief.

         (e)     Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive
legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company‘s reliance that the
Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement,
they will be sold in compliance with the plan of distribution set forth therein.

          4.2 Furnishing of Information . As long as any Purchaser owns Securities, the Company covenants to timely file (or
obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the
Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange
Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as
is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell
such Securities without registration under the Securities Act within the requirements of the exemption provided by Rule 144.

         4.3 Integration . The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of
any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a
manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be
integrated with the offer or sale of the Securities to the Purchasers for purposes of the rules and regulations of any Trading Market
such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is
obtained before the closing of such subsequent transaction.

         4.4 Securities Laws Disclosure; Publicity . The Company shall by 8:30 a.m. (New York City time) on the fourth Trading
Day immediately following the date hereof, issue a Current Report on Form 8-K, disclosing the material terms of the transactions
contemplated hereby and filing the Transaction Documents as exhibits thereto. The Company and each Purchaser shall consult
with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company
nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the

        Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect
to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public
statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,
or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the
prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration
statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents (including
signature pages thereto) with the Commission and (ii) to the extent such disclosure is required by law or Trading Market
regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this
subclause (ii).

         4.5 Shareholder Rights Plan . No claim will be made or enforced by the Company or, with the

                                                                 19
         consent of the Company, any other Person, that any Purchaser is an ―Acquiring Person‖ under any control share
acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan
or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of
any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement
between the Company and the Purchasers.

         4.6 Non-Public Information . Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person acting on its behalf will
provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of
such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in
effecting transactions in securities of the Company.

          4.7 Use of Proceeds . Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from
the sale of the Securities hereunder for working capital purposes and shall not use such proceeds for (a) the satisfaction of any
portion of the Company‘s debt (other than payment of trade payables in the ordinary course of the Company‘s business and prior
practices), (b) the redemption of any Common Stock or Common Stock Equivalents or (c) the settlement of any outstanding
litigation.

          4.8 Indemnification of Purchasers . Subject to the provisions of this Section 4.8, the Company will indemnify and hold
each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a ―
Purchaser Party ‖) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys‘ fees and costs of investigation that any
such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action
instituted against a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company
who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents
(unless such action is based upon a breach of such Purchaser‘s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the
Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful
misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be
sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a
material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which
case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The
Company will not be liable to any

                                                                 20
         Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company‘s prior
written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim,
damage or liability is attributable to any Purchaser Party‘s breach of any of the representations, warranties, covenants or
agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

         4.9 Reservation of Common Stock . As of the date hereof, the Company has reserved and the Company shall continue to
reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose
of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

         4.10 Listing of Common Stock . The Company hereby agrees to use good faith commercially reasonable best efforts to
maintain the listing or quotation of the Common Stock on a Trading Market, and as soon as reasonably practicable following the
Closing (but not later than the earlier of the Effective Date and the first anniversary of the Closing Date) to list or quote all of the
Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common
Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take
such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as
promptly as possible. The Company will take all action reasonably necessary to continue the listing or quotation and trading of its
Common Stock on a Trading Market and will comply in all respects with the Company‘s reporting, filing and other obligations
under the bylaws or rules of the Trading Market.

         4.11 Equal Treatment of Purchasers . No consideration shall be offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all
of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each
Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.

         4.12 Subsequent Equity Sales .

                 (a)From the date hereof until ninety 90 days after the Effective Date, neither the Company nor any Subsidiary
shall issue shares of Common Stock or Common Stock Equivalents; provided , however , that the ninety 90 day period set forth
in this Section 4.13 shall be extended for the number of Trading Days during such period in which (i) trading in the Common
Stock is suspended by any Trading Market, or (ii) following the Effective Date, the Registration Statement is not effective or the
prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Shares and Warrant
Shares.

                  (b)From the date hereof until such time as no Purchaser holds any of the Warrants, the Company shall be
prohibited from effecting or entering into an agreement to effect any Subsequent Financing involving a Variable Rate
Transaction. ― Variable Rate Transaction ‖ means a transaction in which the Company issues or sells (i) any debt or equity
securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common
Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of
or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a
conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or
equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the
Company or the market

                                                                  21
       for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby
the Company may sell securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against
the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

               (c)Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that
no Variable Rate Transaction shall be an Exempt Issuance.

          4.13 Short Sales and Confidentiality After The Date Hereof . Each Purchaser severally and not jointly with the other
Purchasers covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any
Short Sales during the period commencing at the Discussion Time and ending at the time that the transactions contemplated by
this Agreement are first publicly announced as described in Section 4.4. Each Purchaser, severally and not jointly with the other
Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the
Company as described in Section 4.4, such Purchaser will maintain the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges,
severally and not jointly with any other Purchaser, the positions of the Commission set forth in Item 65, Section A, of the Manual
of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of
Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it
will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement
are first publicly announced as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a
multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser‘s assets and
the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser‘s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by
the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

        4.14 Delivery of Securities After Closing . The Company shall deliver, or cause to be delivered, the respective Securities
purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

         4.15 Form D; Blue Sky Filings . The Company agrees to timely file a Form D with respect to the Securities as required
under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action
as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to
the Purchasers at the Closing under applicable securities or ―Blue Sky‖ laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.

         4.16 Capital Changes . Until the one-year anniversary of the Effective Date, the Company shall not undertake a reverse
or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a
majority in interest of the Shares.

         4.17 Participation in Future Financing.

                (a)From the date hereof until the date that is the 12 month anniversary of the Effective Date, upon any issuance by
the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration (a ― Subsequent
Financing ‖), each Purchaser shall have the right to participate in the Subsequent Financing up to an amount equal to 20% of the
Subsequent Financing (the ― Participation Maximum ‖) on the same terms, conditions and price provided for in the Subsequent

                                                                 22
         Financing.

                 (b)At least 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each
Purchaser a written notice of its intention to effect a Subsequent Financing (― Pre-Notice ‖), which Pre-Notice shall ask such
Purchaser if it wants to review the details of such financing (such additional notice, a ― Subsequent Financing Notice ‖). Upon the
request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The
Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is
proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

                 (c)Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the
Company by not later than 5:30 p.m. (New York City time) on the fifth (5 th) Trading Day after all of the Purchasers have
received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser‘s
participation, and that the Purchaser has such funds ready, willing, and available for investment on the terms set forth in the
Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such fifth (5th) Trading Day, such
Purchaser shall be deemed to have notified the Company that it does not elect to participate.

                (d)If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received
the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their
designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect
the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing
Notice.

                 (e)If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received
the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than
the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as
defined below) of the Participation Maximum. ―Pro Rata Portion‖ means the ratio of (x) the Subscription Amount of Securities
purchased on the Closing Date by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate Subscription
Amounts of Securities purchased on the Closing Date by all Purchasers participating under this Section 4.17 plus the aggregate
subscription amounts of investors party to securities purchase agreement(s) contemplated by clause (e) in the definition of Exempt
Issuance that are participating in such Subsequent Financing pursuant to participation rights granted to such investors under such
agreements that are substantially similar to this Section 4.17.

                 (f)The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will
again have the right of participation set forth above in this Section 4.17, if the Subsequent Financing subject to the initial
Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice
within sixty (60) Trading Days after the date of the initial Subsequent Financing Notice.

               (g)Notwithstanding the foregoing, this Section 4.17 shall not apply in respect of (i) an Exempt Issuance, or (ii) an
underwritten public offering of Common Stock.

                                                          ARTICLE V

                                                      MISCELLANEOUS

                                                                23
         5.1 Termination . This Agreement may be terminated by any Purchaser, as to such Purchaser‘s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the
other parties, or by the Company, by written notice to the Purchasers, if the Closing has not been consummated on or before
February 14, 2008 (unless extended by the Company); provided , however , that no such termination will affect the right of
any party to sue for any breach by the other party (or parties).

         5.2 Fees and Expenses . At the Closing, the Company has agreed to reimburse Westminster the non-accountable sum of
$10,000 for its legal fees and expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party
shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by
such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the
Purchasers.

         5.3 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules.

         5.4 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30
p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is
not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the 2 nd Trading Day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages
attached hereto.

         5.5 Amendments; Waivers . No provision of this Agreement may be waived or amended except in a written instrument
signed, in the case of an amendment, by the Company and Purchasers holding at least 67% of the then outstanding Securities or, in
the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

        5.6 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

         5.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without
the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this
Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided such transferee agrees in writing to
be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the
―Purchasers.‖

                                                                24
         5.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
except as otherwise set forth in Section 4.8.

          5.9 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the
Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction
Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or
agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of
Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,
and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner
permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction
Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable
attorneys‘ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or
proceeding.

        5.10 Survival . The representations and warranties contained herein shall survive the Closing and the delivery of the
Shares and Warrant Shares for the applicable statute of limitations.

          5.11 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a ―.pdf‖ format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or ―.pdf‖ signature page were an original thereof.

          5.12 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such
that may be hereafter declared invalid, illegal, void or unenforceable.

         5.13 Rescission and Withdrawal Right . Notwithstanding anything to the contrary contained in

                                                                  25
         (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser
exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to
time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its
future actions and rights; provided , however , in the case of a rescission of an exercise of a Warrant, the Purchaser shall be
required to return any shares of Common Stock delivered in connection with any such rescinded exercise notice.

         5.14 Replacement of Securities . If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the
case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance
of such replacement Securities.

         5.15 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction
Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any
breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for
specific performance of any such obligation the defense that a remedy at law would be adequate.

          5.16 Payment Set Aside . To the extent that the Company makes a payment or payments to any Purchaser pursuant to
any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a
trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law,
common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

          5.17 Independent Nature of Purchasers‘ Obligations and Rights . The obligations of each Purchaser under any
Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible
in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction
Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant
thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce
its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it
shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each
Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction
Documents. For reasons of administrative convenience only, Purchasers and their respective counsel have chosen to
communicate with the Company through FWS. FWS does not represent any of the Purchasers but only Westminster. The
Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the
Company and not because it was required or requested to do so by the Purchasers.

                                                                  26
         5.18 Liquidated Damages . The Company‘s obligations to pay any partial liquidated damages or other amounts owing
under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial
liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which
such partial liquidated damages or other amounts are due and payable shall have been canceled.

         5.19 Saturdays, Sundays, Holidays . If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.

         5.20 Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an
opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any
amendments hereto.

         5.21 Waiver of Jury Trial . In any action, suit or proceeding in any jurisdiction brought by any party against any other
party, the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely,
unconditionally, irrevocably and expressly waives forever trial by jury.

         5,22 Subsequent Share Adjustment. If the Company, at any time during the period from the Closing Date until the first
anniversary of the Closing Date, shall sell any Common Stock, other than pursuant to the Warrant, currently issued and
outstanding options, warrants, convertible securities, or the Company‘s employee stock option plan at an effective price per share
less than the Purchase Price (such lower price herein referred to as the ― Base Share Price ‖) then the number of shares issuable
hereunder shall be increased by an amount equal to (1) the quotient of the Aggregate Purchase Price payable hereunder divided by
Base Share Price less (2) the quotient of the Aggregate Purchase Price divided by the Per Share Purchase Price.


                                                        (Signatures Follow)

                                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                                 27
                IN WITNESS WHEREOF , the parties hereto have caused this Securities Purchase Agreement to be duly
        executed by their respective authorized signatories as of the date first indicated above.


         Octillion Corp.


         By:
                 /s/ Harmel S. Rayat

         Name: Harmel S. Rayat

         Title: Chief Financial Officer

Address for Notice(s) to the Company:

Sierchio Greco & Greco, LLP
110 East 59th Street, 29th Floor
New York, New York 10022


Email Address of jsierchio@sggllp.com
Purchaser:

Fax Number       of 212-486-0208
Purchaser:

         [SIGNATURE PAGE FOR PURCHASER FOLLOWS]

         [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                        28
        [PURCHASER SIGNATURE PAGES TO OCTILLION CORP. SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.


Name of Purchaser: Alpha Capital Anstalt

Signature of Authorized Signatory of Purchaser: /s/ Konrad Ackerman

Name of Authorized Signatory: Konrad Ackerman

Title of Authorized Signatory: Director

Subscription Amount: $450,000


Name of Purchaser: Michael and Betsy Brauser

Signature of Authorized Signatory of Purchaser: /s/ Michael Brauser and Betsy Brauser

Subscription Amount: $1,250,000




Name of Purchaser: Scott Frohman

Signature of Authorized Signatory of Purchaser: /s/ Scott Frohman

Subscription Amount: $100,000



Name of Purchaser: GRQ Consultants 401k

Signature of Authorized Signatory of Purchaser: /s/ Barry Honig

Name of Authorized Signatory: Barry Honig

Title of Authorized Signatory: Trustee

Subscription Amount: $250,000


                                                              29
Name of Purchaser: GRQ Defined Benefit Pension Plan

Signature of Authorized Signatory of Purchaser: /s/ Barry Honig

Name of Authorized Signatory: Barry Honig

Title of Authorized Signatory: Trustee

Subscription Amount: $750,000



Name of Purchaser: Barry Honig

Signature of Authorized Signatory of Purchaser: /s/ Barry Honig

Subscription Amount: $250,000



Name of Purchaser: Marina Ventures, LLC

Signature of Authorized Signatory of Purchaser: /s/ Michael Hartstein

Name of Authorized Signatory: Michael Hartstein

Title of Authorized Signatory: President

Subscription Amount: $50,000



Name of Purchaser: Momona Capital, LLC

Signature of Authorized Signatory of Purchaser: /s/ Arie Rabinowitz

Name of Authorized Signatory: Arie Rabinowitz

Title of Authorized Signatory: President

Subscription Amount: $50,000




                                                               30
Name of Purchaser: Joseph Sierchio

Signature of Authorized Signatory of Purchaser: /s/ Joseph Sierchio

Subscription Amount: $25,000



Name of Purchaser: Whalehaven Capital Fund Limited

Signature of Authorized Signatory of Purchaser: /s/ Brian Mazzella

Name of Authorized Signatory: Brian Mazzella

Title of Authorized Signatory: Chief Financial Officer

Subscription Amount: $500,000


                                                               31
                                                                                                                     EXHIBIT 5.1(i)



                                                                                                          Please Reply to New York City
                                                                                                                         Joseph Sierchio
                                                                                                              Telephone: (212) 246-3030
                                                                                                           E-mail: jsierchio@sggllp.com



January 28, 2010

Board of Directors
New Energy Technologies, Inc.
3905 National Drive
Suite 110
Burtonsville, Maryland 20866

Re:     Registration Statement on Form S-1 ( File No. 333-162417)

Gentlemen:

        We have acted as counsel to New Energy Technologies, Inc. , a Nevada corporation (the ― Company ‖) in connection with
its Registration Statement on Form S-1, relating to the proposed resale by the Company of up to 10,190,000 shares comprised of
9,700,000 Shares (the ― Outstanding Shares ‖) that were purchased by the Selling Stockholders in transactions with us pursuant
to exemptions from the registration requirements of the Securities Act of 1933 as amended (the ― Securities Act ‖) and 490,000
Shares of common stock which may be issued upon exercise of outstanding options at prices ranging from $0.44 to $1.66 per
Share (the ― Option Shares ‖).

         All capitalized terms herein that are not otherwise defined shall have the meaning ascribed thereto in the Registration
Statement. In connection with this opinion, we have examined and relied upon the Company‘s Articles of Incorporation, as
amended, the Company‘s Bylaws, and Registration Statement and related prospectus originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other persons, and we have made such investigations of
law, as we have deemed appropriate as a basis for the opinions expressed below. In addition, we have assumed and have not
independently verified the accuracy as to factual matters of each document we have reviewed.

        For purposes of rendering this opinion, we have examined originals or copies of such documents and records as we have
deemed appropriate. In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and conformity to original documents of all documents submitted to us as copies. As to
questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. It is
understood that this opinion is to be used only in connection with the filing of the Registration Statement. We are opining only on
the matters expressly set forth herein, and no opinion should be inferred as to any other matter.

       Based on the foregoing, and the matters discussed below, after having given due regard to such issues of law as we
deemed relevant, we are of the opinion that (i) we are of the opinion that the Outstanding Shares are validly issued, fully paid, and
non-assessable and (ii) the Option Shares, when

                                                                  1
issued, delivered and paid for in accordance with the applicable Options, will be legally issued, fully paid and non-assessable.

         We are furnishing this opinion to the Company solely in connection with the Registration Statement. This opinion may
not be relied on by, nor copies delivered to, any other person or entity without our prior written consent. Notwithstanding the
preceding sentence we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference
to our firm under the caption ― Legal Matters ‖ and elsewhere in the Registration Statement and related prospectus of the
Company, including documents incorporated by reference.


Very truly yours,

Sierchio & Company, LLP



By:   /s/ Joseph Sierchio
       Joseph Sierchio



                                                                  2
Exhibit 5.2

January 28, 2010

Board of Directors
New Energy Technologies, Inc.
3905 National Drive
Suite 110
Burtonsville, Maryland 20866

Re:     Registration Statement on Form S-1 ( File No. 333-162417) (the “Registration Statement”)

Gentlemen:

        We have acted as counsel to New Energy Technologies, Inc. , a Nevada corporation (the ― Company ‖) in connection with
its Registration Statement, as amended, relating to the proposed resale by the Company of up to 10,000,000 shares (the ―
Securities ‖) on the terms and conditions set forth in the Prospectus included in the Registration Statement.

         All capitalized terms herein that are not otherwise defined shall have the meaning ascribed thereto in the Registration
Statement. In connection with this opinion, we have examined and relied upon the Company‘s Articles of Incorporation, as
amended, the Company‘s Bylaws, and Registration Statement and related prospectus originals or copies certified or otherwise
identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other persons, and we have made such investigations of
law, as we have deemed appropriate as a basis for the opinions expressed below. In addition, we have assumed and have not
independently verified the accuracy as to factual matters of each document we have reviewed.

        For purposes of rendering this opinion, we have examined originals or copies of such documents and records as we have
deemed appropriate. In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and conformity to original documents of all documents submitted to us as copies. As to
questions of fact material to our opinion, we have relied upon certificates of officers of the Company and of public officials. It is
understood that this opinion is to be used only in connection with the filing of the Registration Statement. We are opining only on
the matters expressly set forth herein, and no opinion should be inferred as to any other matter.

       Based on the foregoing, and the matters discussed below, after having given due regard to such issues of law as we
deemed relevant, we are of the opinion that when offered, sold and paid for, all as described in the Registration Statement,
as amended, the Securities will be validly issued, fully paid and non-assessable.

         We are furnishing this opinion to the Company solely in connection with the Registration Statement. This opinion may
not be relied on by, nor copies delivered to, any other person or entity without our prior written consent. Notwithstanding the
preceding sentence we hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference
to our firm under the caption ― Legal Matters ‖ and elsewhere in the Registration Statement and related prospectus of the
Company, including documents incorporated by reference.



                                                                  1
Very truly yours,

Sierchio & Company, LLP



By:   /s/ Joseph Sierchio
       Joseph Sierchio




                            2
Exhibit 10.1     Employment Termination Agreement with Mr. Cucinelli.

         AGREEMENT (this ― Agreement ‖) dated as of October 15, 2008, by and between Nicholas Cucinelli, a resident of the
State of Michigan (the ― Executive ‖), and Octillion Corp., a Nevada corporation (the ― Company ‖).

                                                               WITNESSETH

           WHEREAS, Executive presently serves as the President and Chief Executive Officer of the Company;

       WHEREAS, Executive and the Company are parties to an Employment Agreement dated September 4, 2007, (the ―
Employment Agreement ‖) and capitalized terms used in this Agreement, but not otherwise defined, shall have the respective
meanings attributed to such terms in the Employment Agreement;

         WHEREAS , each of the Company and the Executive desires to terminate the Employment Agreement, subject to the
terms hereof;

      WHEREAS , the Executive currently serves as a Director and as the President and Chief Executive Officer of the
Company (the ― Executive’s Positions ‖);

         WHEREAS , subject to the execution of this agreement, the executive has tendered his resignation from the executive‘s
positions effective as of 5:00PM (EST) on October 15, 2008.

        WHEREAS , each of the Company and the Executive believes that it is in their respective best interest to provide for
severance payments to be made by the Company to the Executive as a result of the decision to terminate the Employment
Agreement;

         NOW, THEREFORE , in consideration of the premises and the mutual covenants and promises hereinafter provided
and of the actions taken pursuant thereto, the parties agree as follows:

           1.            Effective Date . This Agreement shall be effective as of 5:00PM (EST) on October 15, 2008 (the ― Effective
Date ‖).

         2.          Termination of Employment Agreement . As of the Effective Date, the Employment Agreement shall be
deemed terminated and shall have no further force or effect. Executive and the Company agree that there are no existing defaults
by either party under the Employment Agreement and that, as of the Effective Date, each party had fully performed all of its
obligations to the other party under the Employment Agreement.

           3.        Resignation as a Director of the Company and the Subsidiaries.

         Effective as of the Effective Date, the Executive shall be deemed to have resigned from the Executive‘s Positions (and
any other positions which the Executive may have held or hold with the Company and or any of its subsidiaries) and shall have
submitted his irrevocable resignation from such positions.

           4.        Records and Return of Property.

                   4.1         Return of Tangible Property. The Executive hereby certifies that he has

                                                                  1
                returned to the Company, or has made arrangements deemed satisfactory by the Company for return to the
Company, all property of the Company in the Executive‘s possession.

                  4.2      Return of Confidential Information. The Executive hereby further agrees that, by no later than
October 15, 2008 (the ― Certification Date ‖) he will certify, in writing, that he has returned to the Company and he will have
returned to the Company or have made arrangements deemed satisfactory by the Company for return to the Company of all
tangible material embodying Confidential Information in any form whatsoever, including, without limitation, all paper copy
copies, summaries and excerpts of Confidential Information and all electronic media or records containing or derived from
Confidential Information.

         5.          Confidentiality; Non-Solicitation; Non-compete.

                    5.1       Agreement not to use or disclose confidential information. For a period of twelve (12) months
following the Effective Date, the Executive expressly agrees not to use for the benefit of himself or anyone else, or disclose to
anyone else, any Confidential Information belonging to the Company or its Subsidiaries, without first seeking and obtaining the
express written approval of the Company. For purposes of this provision, it is mutually agreed that ― Confidential Information ‖
is defined exclusively to mean all information that is not readily known to the public in usable form and includes, without
limitation, all financial, operational, strategic, corporate, and product information pertaining to the Company and its subsidiaries.

                   5.2       Agreement not to solicit employees or parties. For a period of twenty-four (24) months from the
Effective Date, the Executive agrees to not, affirmatively and knowingly, solicit or cause to be solicited any then current
employees of the Company to terminate their employment with the Company. In addition, for a period of twenty-four (24) months
from the Effective Date, if any then current employee of the Company makes unsolicited inquiries about employment
opportunities with the Executive or a business affiliated with the Executive, the Executive shall notify the Company in writing of
such inquiry and shall not hire any such employee without the Company‘s prior written consent. Furthermore, for a period of
twenty-four (24) months from the Effective Date, the Executive shall not affirmatively and knowingly solicit or cause to be
solicited any parties to terminate their business dealings with the Company and/or start or increase their business dealings with
any other person or entity pursuing the development of a transparent photovoltaic or the development of roadway kinetic energy
capture systems.

                    5.3       Non-compete. For a period of twelve (12) months following the Effective Date, the Executive
expressly agrees not to directly or indirectly on his own behalf or on behalf of any other party or entity engage in any work or
other activity or render any assistance to any person that would compete with or negatively affect the Company‘s efforts to realize
any specific opportunity that relates to the development of a transparent photovoltaic or the development of roadway kinetic
energy capture systems and was identified or pursued by or on behalf of the Company while Executive was employed by the
Company.

         6.        Severance Payment.

                 6.1        Amount. The Company will pay Executive severance in the aggregate amount of $50,000 less
applicable withholding (the ― Severance Payment ‖) within seven (7) calendar days of the Effective Date.

                  6.2         Waiver of Other Payments and Benefits; Acknowledgment. The Severance Payment set forth in
this Agreement is in lieu of any rights or claims that the Executive may

                                                                  2
                    have with respect to severance or other benefits, or any other form of remuneration from the Company or any of
its subsidiaries or affiliates, other than benefits under any tax-qualified employee pension benefit plans subject to the Employee
Retirement Income Security Act of 1974, and without limiting the generality of the foregoing, the Executive hereby expressly
waive any right or claim that he may have or could assert to payment for salary, bonuses, medical, dental or hospitalization
benefits, payments under supplemental retirement plans and incentive plans, life insurance benefits, expenses and attorneys‘ fees,
except as otherwise provided in this Agreement or as mandated under applicable law. Without limiting any other remedies
available to the Company, the Company shall be entitled to withhold any unpaid portion of payments contemplated by this
Agreement if the Executive fails to comply in any material respect with any of the material terms of this Agreement

                 6.3      No Duty to Mitigate . Executive will not be required to mitigate the amount of any payment
contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such
payment.

         7.          Stock and Options. As of the Effective Date, all of the options granted to the Executive shall be deemed
terminated and of no further force or effect.

         8.          Indemnification and Insurance.

          The Company acknowledges that its Certificate of Incorporation and By-Laws and the charters and by-laws of certain of
its Subsidiaries include provisions designed to provide to former officers and directors indemnification in respect of threatened
and commenced actions, suits and proceedings in which an individual is a party or is threatened to be made a party by reason of
the fact that he is or was an officer or director of the Company or such Subsidiaries. The Company shall, and shall cause such
Subsidiaries to, continue to provide indemnification to Executive under such provisions to the extent applicable to the Executive
and to the maximum extent permitted by applicable law and the Company‘s Certificate of Incorporation and By-Laws. Regardless
of whether or not the Company maintained or maintains Director‘s and Officer‘s insurance, Company will defend and indemnify
Executive for any actions taken in any capacity while in the employment of the Company provided that such actions are subject to
any applicable indemnification provisions in the Company‘s Certificate of Incorporation or By-Laws.


          9.          Statements Concerning Executive’s Resignation. The Executive and the Company shall jointly release a
press statement, in the form attached hereto as Exhibit A , that provides (a) notice of the termination of the Executive‘s
employment with the Company (b) stipulates that the Executive has no disagreement with the management, internal financial or
disclosure controls or accounting policies of the Company, and (c) covers such other matters as the parties may mutually agree.
Both the Executive and the Company shall otherwise refrain to the extent possible from publicly discussing the circumstances
surrounding the termination of the Executive‘s employment with the Company and shall, in all instances, refrain from making any
statements that could reasonably be interpreted as disparaging of one another or their respective affiliates.

          10.        Employment References. Nothing in this Agreement shall prevent either party from stating the fact that
Executive was employed by the Company, the address of his work location, the dates of his employment, his job titles and job
duties, his rate of pay, or that he resigned from his position as the Chief Executive Officer and President and as a Director of the
Company, and the termination of the Employment Agreement on the Effective Date.

       11.       Non Confidentiality of Agreement . Parties acknowledge that this Agreement shall be filed as an exhibit to
the Company‘s Form 8-K to be filed with the United States Securities and Exchange

                                                                  3
         Commission.

         12.      No Admissions. Nothing contained in this Agreement or the General Releases incorporated herein shall be
considered an admission by either party of any wrongdoing under any Federal, state or local statute, public policy, tort law,
contract law, common law or otherwise.

          13.        No Third Party Claims. Each party represents and warrants that no other person or entity has, or to the best
knowledge of such party claims, any interest in any potential claims, demands, causes of action, obligations, damages or suits
released pursuant to this Agreement; that it or he is the owner of all other claims, demands, causes of action, obligations, damages
or suits so released; that it or he has full and complete authority to execute this Agreement; and that it or he has not sold, assigned,
transferred, conveyed or otherwise disposed of any claim, demand, cause of action, obligation or liability subject to this
Agreement and the General Releases contemplated hereby.

         14.         Releases . Executive agrees and acknowledges that the consideration received by him for this Agreement and
the General Release attached hereto as Exhibit B and incorporated herein (the ― Executive Release ‖), and for the execution
hereof and thereof, shall constitute full payment, satisfaction, discharge, compromise and release of and from all matters for which
he is providing a release herein and in such General Release The Company agrees and acknowledges that the consideration
received by it for this Agreement and the Limited Release attached hereto as Exhibit C and incorporated herein (the ―
Company Release ‖), and for the execution hereof and thereof, shall constitute full payment, satisfaction, discharge, compromise
and release of and from all matters for which it is providing a release herein and in such Limited Release. The Company Release
and the Executive Release are collectively herein referred to as the General Release.

         15.       Expenses. Each party shall pay its own costs incident to the negotiation, preparation, performance, execution,
and enforcement of this Agreement, and all fees and expenses of its or his counsel, accountants, and other consultants, advisors
and representatives for all activities of such persons undertaken in connection with this Agreement.

          16.       No Third Party Beneficiaries . Except as expressly stated herein, the parties do not intend to make any person
or entity who is not a party to this Agreement a beneficiary hereof, and this Agreement should not be construed as being made for
the benefit of any person or entity not expressly provided for herein.

          17.       Voluntary Execution; Interpretation. The parties hereto declare that they have completely read this
Agreement, fully understand its terms and contents, and freely, voluntarily and without coercion enter into this Agreement and are
not aware of any matter that would adversely affect the enforceability of this Agreement by the other party hereto. Each of the
parties hereto have been apprised of their opportunity to have this agreement reviewed by independent counsel and such other
advisors as they may deem appropriate. The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will be applied against any party.

         18         Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject
matter hereof, and all prior negotiations and representations are merged herein or replaced hereby. No amendments or
modifications of the terms of this Agreement shall be valid unless made in writing which specifically states that it is intended to
amend or modify a provision hereof and is signed by all of the parties hereto.

         19.        Severability. Should any provision of this Agreement be declared or be determined by

                                                                   4
          any court to be unenforceable or invalid as drafted, it may and shall be reformed or modified by a court of competent
jurisdiction to the form of an enforceable and valid provision that achieves, to the greatest extent possible, the result intended by
the parties in drafting and agreeing to the unenforceable and invalid provision. Should a court of competent jurisdiction decline to
so reform or modify such a provision or determine that no enforceable and valid provision can be created to achieve the intended
result, the unenforceability and invalidity of the remaining parts, terms or provisions of this Agreement shall not be affected
thereby and said unenforceable or invalid part, term, or provision shall be deemed not to be a part of this Agreement.

        20        Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the
same agreement, and shall become effective on the Effective Date.

         21.       Releases and Effectiveness . This Agreement and the Executive Release which is incorporated herein by
reference have been executed by Executive on the dates shown opposite his signatures below, and this Agreement and the
Executive Release are effective as of the Effective Date. The Agreement and the Company Release which is incorporated herein
by reference have been executed by the Company on the dates shown opposite its signatures below, and this Agreement and the
Company Release are effective as of the Effective Date.

         22.        Notices. All notices, requests and other communications under this Agreement will be in writing (including
facsimile or similar writing) and shall be sent by hand delivery, overnight express carrier or facsimile transmission to the parties at
the following addresses or such other addresses as the parties may later designate in writing pursuant hereto:

         To the Company:

c/o Sierchio & Company, LLP
110 East 59th Street
New York, New York 10022
Tel. (212) 246-3030
Fax (212) 486-0208

         And

To Executive:                      And his attorney:


Nicholas S. Cucinelli               Hertz Schram PC

1125 Elkhorn Lake Road              1760 South Telegraph Road, Suite 300

Lake Orion, MI 48362                Bloomfield Hills, MI 48302-0183
                                        Attn: Steve Weiss, Esq.

         24.        Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws
(excluding conflict of laws rules and principles) of the State of New York

          25.        Arbitration. Any dispute or difference arising out of or in connection with this Agreement shall be
determined by the appointment of a single arbitrator to be agreed between the parties, or failing agreement within fourteen days,
after either party has given to the other a written request to concur in the appointment of an arbitrator, by an arbitrator to be
appointed by the President or a Vice

                                                                   5
President of the Chartered Institute of Arbitrators.

                               [SIGNATURES APPEAR ON THE NEXT PAGE]


                                                       6
         IN WITNESS WHEREOF , each of the parties hereto has executed this Agreement as of the date first written above.


The Executive:

/s/ Nicholas Cucinelli
Nicholas Cucinelli


The Company:

Octillion Corp.

By: /s/ Meetesh Patel
Meetesh Patel



                                                             7
EXHIBIT A

                                                         STATEMENT

    The Company and Mr. Cucinelli acknowledge that:

             Mr. Cucinelli resigned as the Company‘s President and Chief Executive officer and Director in order pursue other
interests;

             The Employment Agreement was mutually terminated (the ― Termination ‖) as of 5:00PM (EST) on October 15,
2008 (the ―Effective Date‖);

            Mr. Cucinelli resigned his positions as a Director of the Company and as a Director and officer of each of the
Company‘s subsidiaries as of the Effective Date;

           The Termination of the Employment Agreement was a mutual decision and not the result of, any disagreement with
the management, internal financial, disclosure controls, or accounting policies of the Company;

              The Company thanks Mr. Cucinelli for his efforts and contributions to the Company‘s continued development
during his tenure and wishes him continued success with his future endeavors.




                                                                8
                                                                                                                          EXHIBIT B

                                                       GENERAL RELEASE

          I, Nicholas Cucinelli, on behalf of myself and my heirs, successors, agents, executors, administrators, attorneys and
assigns, in consideration of the terms of the Agreement effective as of 5:00PM (EST) on October 15, 2008 by and
between Octillion Corp. (― Octillion ‖) and myself (the ― Agreement ‖) and the execution of a Limited Release by Octillion of
even date herewith, effective as of October 15, 2008 hereby release and forever discharge Octillion and any and all of its present,
former and future direct and indirect affiliates, subsidiaries, departments, officers, directors, Executives, representatives, agents,
attorneys, successors and assigns, from any and all claims, rights and causes of action (whether known or unknown, accrued or
unaccrued) which I have or may in the future have against them based on facts and circumstances existing on or prior to the date
hereof, in law or equity, relating to or arising under: Federal, Michigan, or other state or local law; any employment contract; any
employment statute or regulation; any employment discrimination law, including but not limited to Title VII of the Civil Rights
Act of 1964, as amended, and the Age Discrimination in Employment Act of 1967, as amended; the Executive Retirement Income
Security Act of 1974, as amended; any other Federal, state, or local civil rights, pension or labor law; contract law; tort law; and
common law, including but not limited to (a) any claim arising out of or relating in any manner to my Employment Agreement
with Octillion dated September 4, 2007; (b) any claim relating to a sales commission or otherwise arising out Octillion revenues,
or (c) any other claim arising out of or relating to my employment with Octillion, including any claim for wrongful discharge,
constructive discharge, unintentional or intentional torts, or misrepresentation or infliction of emotional distress; provided
, however , that I do not hereby release Octillion from any of its obligations under the Agreement or from vested obligations
under any Octillion benefit plans in which I participate. For purposes of this General Release, Octillion shall be deemed to include
each and every one of its affiliated entities described in the Agreement.

         I further agree not to sue or otherwise institute or cause to be instituted or in any way voluntarily participate in the
prosecution of any complaints or charges against any persons or entities released herein in any Federal, state, or other court,
administrative agency or other forum concerning any claims released herein.

         Except as required by law or as necessary to fulfill the terms of the Agreement or this Release, or as necessary in
connection with personal business, legal, spousal, or tax affairs (in which case disclosure shall be on a confidential basis to the
extent practicable), I agree not to disclose the terms or provisions of this Release to any person or entity (including Executives of
Octillion).

       I understand and agree that nothing contained in this Release is to be considered an admission by Octillion of any
wrongdoing under any Federal, state, or local statute, public policy, tort law, contract law, or common law.

         I acknowledge that I have been advised to consult with an attorney prior to executing this Release and I have voluntarily
elected to freely execute this Release and waive any applicable review periods.




                                                                   9
       This Release is executed in connection with, and is subject to terms of, the Agreement.




_____________________________________
Nicholas Cucinelli

       Subscribed and sworn to before me this 15th day of October 2008.

/s/ ___________________________________
Notary
My commission expires:



                                                              10
                                                                                                                           EXHIBIT C
                                                       LIMITED RELEASE

          Octillion Corp. (― Octillion ‖), on behalf of Octillion and all of its current, former or future affiliated entities,
subsidiaries, departments, officers, directors, Executives, representatives, agents, attorneys, successors and assigns, in
consideration of the terms of the Agreement effective as of 5:00PM (EST) on October 15, 2008, by and between Nicholas
Cucinelli (― Executive ‖) and Octillion (the ―Agreement‖) and the execution of a General Release (― Release ‖) by Executive, and
subject to the continued enforceability of such Agreement and Release, with effect as of October 15, 2008 , hereby releases and
forever discharges Executive and his heirs, successors, agents, executors, administrators, attorneys and assigns, from any and all
claims, rights and causes of action, of which Octillion has actual knowledge as of the date of this Limited Release, that Octillion
has or may in the future have against him, based on facts and circumstances existing on or prior to the date hereof, in law or
equity, relating to or arising under: Federal, Michigan, or other state or local law; any employment or similar contract, any
employment statute or regulation, contract law, tort law; and common law, including but not limited to any actions for fraud and
breach of contract; provided , however , that Octillion does not hereby release Executive from (a) any of his obligations under
the Agreement, or (b) any claims of which Octillion does not have actual knowledge as of the date of this Limited Release.

         Octillion will not sue or otherwise institute or cause to be instituted or in any way voluntarily participate in the
prosecution of any complaints or charges against Executive or the other persons released herein in any Federal, state, or other
court, administrative agency or other forum concerning any claims released herein.

         Except as required by law or as necessary to fulfill the terms of the Agreement or this Release, or as necessary in
connection with Octillion‘s business, legal or tax affairs (in which case disclosure shall be on a confidential basis to the extent
practicable), Octillion agrees not to disclose the terms or provisions of this Release to any person or entity.

        Octillion understands and agrees that nothing contained in this Release is to be considered an admission by Executive of
any wrongdoing under any Federal, state, or local statute, public policy, tort law, contract law, or common law.

        Octillion acknowledges that subject to the foregoing, this Release can only be altered, revoked or rescinded with the
express written permission of Executive.

         This Release is executed in connection with, and is subject to the terms of, the Agreement.

Octillion Corp.

By: _______________________________
Name:
Title: Its Duly Authorized Representative

         Subscribed and sworn to before me this 15th day of October, 2008.

/s/ ________________________________________
Notary

My commission expires:


                                                                  11
Exhibit 10.2    Employment Agreement with Mr. Patel.


                                             NEWENERGYTECHNOLOGIES, INC.

                                                  3905 National Drive, Suite 110
                                                     Burtonsville, MD 20866

                                     Telephone: (800) 213-0689• Facsimile (240) 390-0603

June 24, 2009

By Hand

Meetesh Patel
4309 Buckskin Wood Drive
Ellicott City, MD 21042

Re: Employment Agreement

Dear Meetesh:

This letter sets forth the terms and conditions of your continued employment by New Energy Technologies, Inc. (the ― Company
").

1.     Position and Duties.

       You shall be employed by the Company as its President and Chief Executive Officer and Chief Financial Officer; in
performance of your duties, you shall be subject to the direction of, and be reporting directly to, the Company's Board of Directors
(the " Board "); provided that, if requested by the Board, you will immediately resign as an officer of the Company. You shall be
available to travel as the needs of the business require. You agree to devote such time as may be necessary to carry on your duties
as President and Chief Executive Officer. Nothing in this Agreement precludes you from being an officer, director, owner,
investor in, or partner of, any business or organization which is not competing with the Company, provided the same does not in
any manner whatsoever impair your ability to perform your duties under this Agreement, and your participation any such business
or organization does not violate Section 7 of this Agreement.

2.     At-Will Employment.

       Anything herein to the contrary notwithstanding, your employment with and by the Company is ―at-will employment‖ and
may be terminated by you or the Company at any time, with or without cause, and for any reason whatsoever, upon written notice
to the other.
3.
Compensation.


You shall be compensated by the Company for your services as follows:


(a) Salary . Commencing October 15, 2008, you shall be paid a monthly salary of $12,500.00

                                                                 1
 ($150,000.00 per year), subject to applicable tax withholding, the salary is payable in 24 installments of $6,250 each on the 15th
and last day of each calendar month during the term of this Agreement. Such salary shall be subject to periodic review and
adjustment in accordance with the Company's salary review policies and practices then in effect for its senior management.

(b)
       Stock Options.

       (i) Number, Vesting and Exercise Price.
       Subject to your execution and delivery


of this Agreement and the definitive Stock Option Agreement (the ― Stock Option Agreement ‖) you shall receive a total of
2,000,000 options (the ― Options ‖) to purchase up to an aggregate of 2,000,000 shares of the Company‘s common stock; the
Options are subject to and shall have such further restrictions, vesting requirements and exercise provisions as are set forth in the
Stock Option Agreement. Subject to the foregoing the Option shall vest:

   1. as to 500,000 shares when, to the Board‘s satisfaction, all of the following items related the development, production,
manufacturing, and sale any of commercially viable product have been successfully executed: (A) completion of final design
and/or engineering; (B) the establishment of manufacturing facilities, whether in-house or outsourced; and (C) the initial filing of
any product safety approval applications, if required, in order to allow for the commercial sale of products by the Company;

   2. as to 500,000 shares upon commencing commercial sales of any of the Company‘s products, as reported in the Company's
financial statements, whether to retail customers or wholesale customers;

   3. as to 500,000 shares upon achieving $1,000,000 in total cumulative commercial sales of the Company‘s products during any
six-month period of a fiscal year, as reported in the Company‘s financial statements

    4. as to 500,000 shares when, to the Board‘s satisfaction, the Company enters into a favorable business partnership with a
third-party commercial organization in the industry segment related to the Company‘s product development and sales efforts,
under any of the following conditions:
(A)       a product development relationship whereby the third-party partner makes a significant financial investment, as
determined at the Board‘s discretion, directed towards the development of the Company‘s products; or

(B)     a product development relationship whereby the third-party partner invests significant research and development
resources, as determined at the Board‘s discretion, directed towards the development of the Company‘s products; or

(C)     a strategic partnership with the third-party partner where, as determined at the Board‘s discretion, such a partnership
provides significant business advantages to the Company which it would otherwise not have, whether related to product
development, commercial sales, industry position, or business reputation.

       5.    as to all 2,000,000 shares if and when a technology or product of the Company is

acquired on favorable terms, as determined at the Board‘s discretion, by a third party at a price that has been approved by
shareholders and the Board, or when the Company or any of its subsidiaries is acquired

                                                                  2
on favorable terms to the Company, as determined at the Board‘s discretion, by a third party at a price that has been approved by
shareholders and the Board.

   The vesting requirements described above are subject to periodic review and revision by the Board, however, the aggregate
total number of stock options issued to you under this Agreement is not subject to adjustment by you or the Company unless a
new Employment Agreement is negotiated by you and the Company and the terms of this Employment Agreement are thereby
rendered void and of no further force or effect.

              (ii) Term. Subject to the earlier termination provisions set forth in the Stock Option Agreement, the Option shall
have a term of five (5) years from the date hereof. The granting of the Options shall be effective only upon delivery of a fully
executed Stock Option Agreement.

      (c)       Additional Benefits. You shall be entitled to two weeks of paid vacation annually. Nothing contained herein shall
preclude you from participating in the present or future employee benefit plans of the Company for its senior executive staff,
provided that you meet the eligibility requirements for participation in any such plans.

4.   Expenses.

    (a) Medical Expense. During the term of this Agreement, the Company agrees to pay you a monthly stipend of $1,200.00 per
month in addition to your annual salary to cover medical insurance premiums until such time that the Company can make
available an alternative medical insurance plan.

    (b) Other Expenses . You shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses
necessarily incurred in the performance of your duties hereunder, upon submission and approval of written statements and bills in
accordance with the then regular procedures of the Company.

5. Your Representations and Warranties.

   You represent and warrant to the Company that (A) you are under no contractual or other restriction or obligation which is
inconsistent with the execution of this Agreement, the performance of your duties hereunder, or the other rights of the Company
hereunder, and (B) you are under no physical or mental disability that would hinder your performance of duties under this
Agreement, and (C) you are not party to any ongoing civil or criminal proceedings, and have not been party such proceedings
within the past five years, and do not know of any such proceeding that may be threatened or pending against you, and (D) you are
not currently engaged in activities and will not knowingly engage in future activities that may cause embarrassment to the
Company or tarnish the reputation or public image of the Company, including but not necessarily limited to association with or
party to: any criminal behavior(s) such as drug use, theft, or any other potential or active violation of law; political controversy,
civil disobedience, or public protest; lewd, lascivious behavior.

6. Termination of Salary, Benefits and Options.

    In the event of the termination of your employment by the Company or by you for any reason whatsoever, then as of the date
of the termination of your employment as set forth in either the Company‘s notice to you or your notice to the Company, as the
case may be (i), you shall no longer be entitled to any compensation under Paragraph 3 hereof, (ii) you shall no longer be entitled
to any reimbursement of expenses under Paragraph 4 hereof, except for expenses incurred by you and approved by the Company
prior to the date of such termination, (iii) any and all unexercised Options shall expire and shall no longer be exercisable as of the
date of termination of this Agreement, and (iv) neither party

                                                                   3
hereto shall have any further rights or obligations hereunder (except obligations expressly stated to survive the termination of this
Agreement). Nothing shall limit your right to be indemnified by the Company, subject to its indemnification policies then in
effect, for your actions as a director or officer of the Company, provided such indemnification would otherwise have been
available to you.

7. Non Competition; Non Solicitation.

   (a) In view of the unique and valuable services it is expected that you will render to the Company, your knowledge of its trade
secrets, and other proprietary information relating to the then business of the Company and in consideration of the compensation
to be received hereunder, you will not, during the period you are employed by the Company, engage in, or otherwise directly or
indirectly, be employed by, or act as a consultant or lender to, or, without the prior written approval of the Board, be a director,
officer, owner, or partner of, any other business or organization that is engaged in the same field of research and development that
the Company is then engaged in by the Company. Nothing herein shall be deemed to preclude you from being an officer, director,
owner, investor in, or partner of, any business or organization which is not competing with the Company, provided the same does
not in any manner whatsoever impair your ability to perform your duties under this Agreement.

    (b) During your employment and for a period of one year following the termination of your employment, you will not directly
or indirectly reveal the name of, solicit or interfere with, or endeavor to entice away from the Company any of its suppliers,
customers, or employees.

   (c) During your employment and for a period of one year following the termination of your employment, you shall not make
any critical or disparaging statements about the Company or any of its employees, directors or products to any other person or
entity.

    (d) Since a breach of the provisions of this Paragraph 7 could not adequately be compensated by money damages, the
Company shall be entitled, in addition to any other right and remedy available to it, to an injunction restraining such breach or a
threatened breach, and in either case no bond or other security shall be required in connection therewith, and you hereby consent
to the issuance of such injunction. You agree that the provisions of this Paragraph 7 are necessary and reasonable to protect the
Company in the conduct of its business. If any restriction contained in this Paragraph 7 shall be deemed to be invalid, illegal, or
unenforceable by reason of the extent, duration, or geographical scope thereof, or otherwise, then the court making such
determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its
reduced form such restriction shall then be enforceable in the manner contemplated hereby. This Paragraph 7 shall survive the
termination of this Agreement.

8.   Intellectual Property.

   Any interest in patents, patent applications, inventions, copyrights, developments, and processes (―Intellectual Property‖)
which you now, or hereafter during the period you are employed by the Company, may own or develop relating to the fields in
which the Company may then be engaged shall belong to the Company; and forthwith upon request of the Company, you shall
execute all such assignments and other documents and take all such other action as the Company may reasonably request in order
to vest in the Company all your right, title, and interest in and to such Intellectual Property free and clear of all liens, charges, and
encumbrances. This Paragraph 8 shall survive the termination of this Agreement.

9.   Confidential Information.


                                                                    4
   All confidential information which you may now possess, or may obtain or create prior to the end of the period you are
employed by the Company, relating to the business of the Company, or any customer or supplier of the Company, or any
agreements, arrangements, or understandings to which the Company is a party, shall not be disclosed or made accessible by you to
any other person or entity either during or after the termination of your employment or used by you except during your
employment by the Company in the business and for the benefit of the Company. You shall return all tangible evidence of such
confidential information to the Company prior to or at the termination of your employment. This Paragraph 9 shall survive the
termination of this Agreement.

10. Successors and Assigns.

   This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. In view of the
personal nature of the services to be performed under this Agreement by you, you shall not have the right to assign or transfer any
of your rights, obligations or benefits under this Agreement, except as otherwise noted herein.

11. No Reliance on Representations.

    You acknowledge that you are not relying, and have not relied, on any promise, representation or statement made by or on
behalf of the Company which is not set forth in this Agreement.

12. Entire Agreements; Amendments.

    This Agreement sets forth our entire understanding of the parties with respect to your employment by the Company,
supersedes all existing agreements between you and the Company concerning such employment, and may be modified only by a
written instrument duly executed by each of you and Company.

13. Waiver.

     Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist
upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in
writing.

14. Construction.

     You and the Company have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by you and the Company and
no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions
of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The word ―including‖ shall mean including without
limitation. The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.

15. Severability.

     Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or

                                                                   5
the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

16. Notices.

     All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the
party to which the notice, demand or request is being made by (i) certified or registered mail, return receipt requested, (ii)
nationally recognized overnight courier delivery, (iii) by facsimile transmission provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party or (iv) hand delivery as follows:
To the Company:

   New Energy Technologies, Inc.
   3905 National Drive, Suite 110
   Burtonsville, MD 20866
   Fax: (240) 390-0603

With a copy to:

    Joseph Sierchio, Esq.
    Sierchio & Company, LLP
    430 Park Avenue, Suite 702
    New York, NY 10022
    Fax: (212) 246-3039


To you:

    Meetesh V. Patel, Esq.
    Meetesh Patel
    4309 Buckskin Wood Drive
    Ellicott City, MD 21042
    Fax: (240) 524-8368

or to such other address, facsimile number, or email address, as is specified by a party by notice to the other party given in
accordance with the provisions of this Paragraph 16. Any notice given in accordance with the provisions of this Paragraph 16 shall
be deemed given (i) three (3) Business Days after mailing (if sent by certified mail), (ii) one (1) Business Day after deposit of
same with a nationally recognized overnight courier service (if delivered by nationally recognized overnight courier service), or
(iii) on the date delivery is made if delivered by hand or facsimile.

17. Counterparts.

    This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

18. Governing Law.

    All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other

                                                                   6
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New
York for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,
AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

19. Date of Agreement.

    The date of this Agreement shall be June 17, 2009 regardless of the date it is signed by you. If you find the foregoing
acceptable, please acknowledge your acceptance of, and agreement with, the terms and conditions set forth above by signing the
enclosed copy of this letter in the space provided and returning the same to the undersigned.

Sincerely,

New Energy Technologies, Inc.

By: /s/ Joseph Sierchio
Joseph Sierchio, Authorized Signatory


                                                           Acceptance

   On this 24th day of June, 2009, I, Meetesh V. Patel, agree to and accept employment with New Energy technologies, Inc. on
the terms and conditions set forth in this Agreement.

/s/ Meetesh V. Patel
 Meetesh V. Patel


                                                                 7
Exhibit 10.3   Redacted USF Sponsored Research Agreement.


CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT
TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN
THIS           EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].

                                                  RESEARCH AGREEMENT
                                                    BY AND BETWEEN

                                          NEW ENERGY SOLAR CORPORATION

                                                              AND

                                         THE UNIVERSITY OF SOUTH FLORIDA



       THIS RESEARCH AGREEMENT IS MADE AND ENTERED INTO BY AND BETWEEN NEW ENERGY SOLAR
COPRORATION (a wholly owned subsidiary of New Energy technologies, Inc.), a corporation having a place of business located
at 8875 Hidden River Parkway, Suite 300, Tampa, FL 33637 (― New Energy ‖), and the University of South Florida Board of
Trustees, a public body corporate ( "University" ), for support to the project entitled ―(Semitransparent Flexible Power Foil
(SFPF))‖. For consideration of the mutual promises, covenants, and obligations contained herein, New Energy hereby retains the
University to undertake certain activities described in Attachment 1. The parties agree as follows:

                               I. PERIOD OF PERFORMANCE

       ****


                     II. WORK PLAN / PROJECT ADMINISTRATION

       The University shall perform the activities described in Attachment 1 and will comply with all statutory requirements
and applicable regulations in the conduct of the project.

       The University agrees that such activities will be directed by:

               The University Project Director:

                      Dr. Xiaomei Jiang
                      University of South Florida
                      PHYSICS DEPARTMENT
                      4202 E. FOWLER AVENUE
                      Tampa, FL 33830
                      (813) 974-7765
                      (813) 974-5813 (fax)
                      Jiang, Xiaomei [xjiang@cas.usf.edu]

                                                                 1
              The University Administrative Contact:

                     Shanna Hunt
                     Sponsored Research Administrator
                     University of South Florida
                     Division of Sponsored Research
                     3650 Spectrum Blvd Ste 160
                     Tampa, FL 33612-9446
                     (813) 974-7971
                     (813) 974-4962 (fax)
                     shunt@research.usf.edu

       NEW ENERGY Representatives:

              Project Director:

                     Meetesh V. Patel, Esq.
                     New Energy Solar Corporation
                     8875 Hidden River Parkway, Suite 300
                     Tampa, FL 33637
                     (800) 213-0689
                     (866) 266-0419 (fax)
                     mpatel@newenergytek.com

                  Administrative Contact:

                     Meetesh V. Patel, Esq.
                     New Energy Technologies, Inc.
                     1050 Connecticut Avenue, NW
                     10 th Floor
                     Washington, DC 20036
                     (800) 213-0689
                     (8660 266-0419 (fax)
                     mpatel@newenergytek.com



         All deliverables/invoices submitted by the University must be approved in writing by New Energy’s Project Director
prior to payment by New Energy to the University .




                                  III. ALLOCATION OF FUNDS

       New Energy agrees to compensate the University as per Attachment 2, ****. It is further agreed

                                                              2
that all invoices should contain an original signature of an authorized official of the University and should be sent to New
Energy’s Project Director for approval (see Article II for the address). Invoices shall be submitted to New Energy on a monthly
basis. Payments shall be remitted to:

                        University of South Florida
                        University Controller‘s Office
                        Cashier‘s Office
                        4202 E. Fowler Ave., ADM 147
                        Tampa, FL 33620



                              IV. PAYMENT RESPONSIBILITIES

        New Energy shall issue payment in U.S. dollars within 30 days after receipt of an acceptable invoice and receipt,
inspection, and acceptance of goods and/or services provided in accordance with the terms and conditions of this Agreement.


                              V. INDEPENDENT CONTRACTOR

        The relationship of the parties is that of mutually independent contractors. Each party and its officers, employees, agents,
subcontractors, or other contractors shall not be deemed by virtue of this Agreement to be the officers, agents, or employees of the
other party. Each party assumes the risk of all liability arising from its respective activities pursuant to this Agreement and from
the acts or omissions of its respective officers, agents, and employees.


                                         VI. TERMINATION

        This Agreement may be canceled by either party upon no less than thirty (30) days written notice, with or without cause;
notice shall be delivered by certified mail, return receipt requested, or in person with proof of delivery. In case of cancellation,
only the percent of satisfactory progress actually achieved to the date of cancellation will be due and payable to the University
and University will refund to New Energy any unused funds that it may have in escrow.

       In the event that University’s Project Director becomes unable or unwilling to continue the project activities hereunder,
and a mutually acceptable substitute is not available, New Energy shall have the option to cancel this Agreement.



                                                       VII. PUBLICITY

       Neither party shall use the name of the other party, nor of any employees of the parties, in any publicity, advertising, or
news release without the prior written approval of an authorized representative of that party.

        Under the provisions of Florida Statute 1004.22, the University shall make available, upon request, the title and
description of a research project, the name of the researcher, and the amount and source of funding provided for the project.

                                                                 3
        University acknowledges that New Energy is a wholly owned subsidiary of a corporation having a reporting obligation
under the Securities Exchange Act of 1934, as amended, which has or may have certain disclosure and filing obligations under
applicable law, including but not limited to the public announcement and disclosure of this Agreement and the filing of the same
with the United States Securities and Exchange Commission; it is acknowledged and agreed that such disclosure and filing shall
not be deemed a violation of this Agreement.



                                                   VIII. CONFIDENTIALITY

         In the course of performing work under this Agreement, it may be necessary for either party to disclose to the other
certain confidential and/or proprietary information or data. All such confidential information will be clearly identified in writing
as confidential, or if given orally, will be reduced to writing within thirty (30) days. Each party agrees to hold the other‘s
confidential information in confidence from date of disclosure until five (5) years from the date such confidential information is
either returned to the disclosing party or destroyed as requested by the party. The parties shall take reasonable precautions to avoid
disclosure, publication or dissemination of such confidential information and to use such confidential information only in
connection with the project. No obligation of confidentiality applies to any information which was already in the receiving party‘s
possession prior to its receipt from the disclosing party; becomes publicly known or available through no breach of this
Agreement by the receiving party; is acquired by the receiving party from a third party without notice or restrictions of
confidentiality; is independently developed by the receiving party‘s personnel to whom the providing party‘s confidential
information had not been disclosed; or is required to be disclosed by law or governmental regulation, in which case both parties
will work together in order to comply with such request.
         This Agreement and the contents hereof constitute a confidential business relationship between the parties. Each party
acknowledges that significant damage could be done to the other one should the terms of this Agreement become public
knowledge. Both parties agree that they will not reveal the terms of this Agreement to any third party (excluding agents,
attorneys, representatives and others with whom they have a legal obligation to disclose, including, but not limited to, government
agencies and regulatory authorities) except within the restrictive confines of a Confidentiality Agreement, and that they will
exercise reasonable precautions to insure that neither they nor their employees or agents shall allow the terms of the Agreement to
become public knowledge.




                                                      IX. PUBLICATIONS

                                                                ****




                                               X. INTELLECTUAL PROPERTY

        University agrees that the University Project Director will promptly disclose all intellectual property generated during the
course of this Agreement to its Division of Patents & Licensing in accordance with the Statement of Policies and Procedures for
Inventions and Works (0-300), and the

                                                                  4
         Division of Patents & Licensing will promptly disclose such intellectual property to New Energy . Inventorship shall be
determined in accordance with U.S. Patent law and ownership shall follow inventorship. Intellectual property, inventions,
improvements and/or discoveries, whether or not patentable or copyrightable, which are conceived and/or made while performing
this project and during the course of this Agreement, covered under Attachment 1 in which there is at least one inventor of
University and one inventor of New Energy , whether or not utilized or otherwise incorporated into this project, shall be jointly
owned by University and New Energy.


         The parties agree that any existing background intellectual property and/or inventions and technologies of New Energy ,
the University, the University Project Director or University employees existing prior to the execution of this Agreement are
their own separate property, respectively, and are not affected by this Agreement. Neither party shall acquire any claims to or
rights in any background intellectual property and/or technologies in existence prior to the execution date of this Agreement.


                                                   XI. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

                                                       XII. INSURANCE

University assumes all risk of personal injury and property damage arising from its activities pursuant to this Agreement that are
attributable to the negligent acts or omissions of University and its officers, agents, and employees while acting within the scope
of their employment by University . This statement shall not be construed or interpreted as consent by University to be sued
except as provided by Florida law or as a waiver of University’s sovereign immunity beyond that provided in Section 768.28,
Florida Statutes.


                            XIII. DELEGATION OF AUTHORITY

        This Agreement is valid and enforceable only upon being signed by persons authorized to bind the University hereto, and
by all persons required by Florida law or University policy to sign an agreement of this nature in order to bind the University
hereto.

XIV. CONTINUAL UPDATES ON PROGRESS OF RESEARCH

        The University Project Director shall provide ongoing written progress reports to New Energy on a monthly basis and a
comprehensive written research report due on the final calendar day of each calendar quarter. The University Project Director
shall provide to New Energy information related to experiments and/or new news related to ongoing research that may be
disseminated to New Energy’s stakeholders.




                                               SIGNATURE PAGE FOLLOWS



              IN WITNESS WHEREOF, the parties have caused this Agreement, which includes

                                                                5
Attachments 1 and 2, to be executed by their undersigned duly authorized officials.



                                    University of South Florida
                              Board of Trustees , a public body corporate




Reviewed by:                                          SIGNED BY:

_______________________                             ___________________________

Dr. Xiaomei Jiang                                      Diego Vazquez, Director
University Project Director                            Division of Sponsored Research


SGS Review:

_________



                                                  New Energy Solar Corporation




                                                 ____________________________
                                                      Meetesh V. Patel, Esq.
                                                           President

                                                                 6
                                                   ATTACHMENT 1

                                                  SCOPE OF WORK


                  Development of Semitransparent Flexible Power Foil (SFPF) for smart window technology

                                                  Research Team:
                                                  PI: Dr. X. Jiang
                                             Senior Scientist: Dr. Zhang
                                            Graduate Student: Jason Lewis
                                             University of South Florida

                                                  1. Overall Objective
****

                                                     2. Background
****

                                        3. Novelty of the SFPF based Solar Array

        ****
        ****
        ****
        ****

                                                    4. Plan of Work

Stage 1: ****

Goal:

****

Stage 2 : ****

Goal:

****

Stage 3: ****

Goal:

****

Stage 4: **** )


Goal:

                                                           7
****


                                                   5. Reporting Requirements

Principal Investigator will promptly man an Invention Disclosure Report to New Energy with respect to any new and useful
process, machine, manufacture or composition of matter conceived and reduced to practice, during the term of this Agreement in
the performance of research associated with SFPF.

As per Section XIV of this agreement, Principal investigator will furnish monthly progress reports to New Energy on a monthly
basis. In addition to the progress reports, as agreed to by New Energy and the Project Director, the Project Director shall provide
New Energy information on experiments or new news related to the ongoing research so that New Energy can keep its
shareholders apprised of the progress of the research.



                                                        ATTACHMENT 2

                                                   METHOD OF PAYMENT

[Include here invoicing instructions; invoicing schedule; contact name and address to whom invoices should be mailed; include all
reports/deliverables due with the invoices]


****

Payments will be made to the University upon presentation of an Invoice by the Principal based upon the following schedule:
****



Justification for Budget Proposal

1. Direct labor
****

2 . Fringe and Benefit
****

3. Travel
****

4. Other direct cost
****

5. Indirect costs. ****


                                                                 8
10.4   Redacted USF Option Agreement.

CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST, PURSUANT
TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. THE REDACTED TERMS HAVE BEEN MARKED IN
THIS           EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].


                                                       Option Agreement

        This Agreement is made and entered into to be effective the 20 th day of May, 2009 (―Effective Date‖), by and between the
UNIVERSITY OF SOUTH FLORIDA RESEARCH FOUNDATION, INC., a corporation not for profit under Chapter 617
Florida Statutes, and a direct support organization of the University of South Florida (―UNIVERSITY‖) pursuant to section
1004.28 Florida Statutes, having its principal office at 4202 East Fowler Avenue, ADM200, Tampa, Florida 33620, U.S.A.
(hereinafter referred to as ―RESEARCH FOUNDATION‖), and New Energy Solar Corporation. (hereinafter referred to as
―OPTIONEE‖) a corporation organized under the laws of Florida having its principal offices at 8875 Hidden River Parkway,
Suite 300, Tampa, FL 33637.

In consideration of the mutual promises and covenants set forth below, the parties hereto agree as follows:

Article I Definitions

As used in this Agreement, the following terms shall have the following meanings:

1.1 ACADEMIC RESEARCH PURPOSES: ****

1.2 FIELD: ****

1.3 LICENSED PROCESSES: the processes covered by PATENT RIGHTS or some portion thereof.

1.4 LICENSED PRODUCTS: products covered by PATENT RIGHTS or products made or services provided in accordance
   with or by means of LICENSED PROCESSES

1.5 PATENT RIGHTS: **** the inventions described and claimed therein, and any divisions, continuations, patents issuing
   thereon or reissues thereof, and any and all foreign patents and patent applications corresponding thereto, all to the extent
   owned or controlled by RESEARCH FOUNDATION. PATENT RIGHTS shall specifically include patents and/or patent
   applications identified in Appendix A.


                                                            Article II
                                                         Representations

2.1 RESEARCH FOUNDATION is the exclusive licensee from the University. The University is the owner by assignment
   from the inventor(s)the inventor(s) entire right, title and interest in the PATENT RIGHTS

2.2 RESEARCH FOUNDATION has the authority to issue licenses under PATENT RIGHTS.

                                                                 1
2.3 RESEARCH FOUNDATION is committed to the policy that ideas or creative works produced at University should be used
   for the greatest possible public benefit, and believes that every reasonable incentive should be provided for the prompt
   introduction of such ideas into public use, all in a manner consistent with the public interest.

2.4 OPTIONEE is desirous of obtaining an exclusive worldwide commercial license under PATENT RIGHTS, and RESEARCH
   FOUNDATION is desirous of granting such a license to OPTIONEE.

                                                             Article III
                                                           Grant of Option

3.1 RESEARCH FOUNDATION hereby grants to OPTIONEE and OPTIONEE accepts, subject to the terms and conditions
   hereof, an exclusive option to obtain an exclusive worldwide commercial license in the FIELD under PATENT RIGHTS.

3.2 The granting and exercise of this option is subject to the following conditions:

(a)     University‘s ―Statement of Policy and Procedure for Inventions and Works,‖ USF System Policy 0-300 dated January 23,
      2006; Section 1004.28 and 1004.23 of the Florida Statutes; Regulation USF 10-012; applicable faculty and graduate collective
      bargaining agreements, and University‘s obligations under agreements with other sponsors of research. Any right granted in
      this Agreement greater than that permitted under the statues, rules, agreements and policies outlined above, shall be subject to
      modification as may be required to conform to the provisions of these policies.

(b)     RESEARCH FOUNDATION reserves the right to make and use, and grant to others non-exclusive licenses to make and use
      for ACADEMIC RESEARCH PURPOSES the subject matter described and claimed in PATENT RIGHTS.

3.3 ****

3.4 ****

                                                            Article IV
                                                         Exercise of Option

4.1 OPTIONEE may exercise this option by informing RESEARCH FOUNDATION by providing a written statement, reasonably
    satisfactory to RESEARCH FOUNDATION, of its intention and ability to develop such LICENSED PROCESS or
    LICENSED PRODUCT for public use as soon as practicable, consistent with sound and reasonable business practice and
    judgment.

4.2 ****

                                                             Article V
                                                        Evaluation Procedure

5.1 ****


                                                           Article VI
                                       Domestic and Foreign Patent Filing and Maintenance

                                                                   2
6.1 ****

6.2 RESEARCH FOUNDATION shall, in its sole discretion, be responsible for the preparation, filing, prosecution and
    maintenance of any and all patent applications and patents included in PATENT RIGHTS. RESEARCH FOUNDATION shall
    consult with OPTIONEE as to the preparation, filing, prosecution and maintenance of such patent applications and patents and
    shall have RESEARCH FOUNDATION‘s legal representation furnish to OPTIONEE timely copies of documents relevant to
    any such preparation, filing, prosecution or maintenance.

                                                             Article VII
                                                            Termination

7.1 This Agreement shall terminate at the end of the option period unless the option is exercised, in which case this Agreement
     will terminate at the end of the stipulated negotiation period or upon execution of a license agreement, whichever occurs first.

7.2 Sections 6.1, 7.1, 7.2, 8.2, 8.3 and 8.4 of this Agreement shall survive termination.

                                                            Article VIII
                                                         General Provisions

8.1 RESEARCH FOUNDATION does not warrant the validity of the PATENT RIGHTS optioned hereunder and makes no
     representations whatsoever with regard to the scope of the optioned PATENT RIGHTS or that such PATENT RIGHTS may
     be exploited by OPTIONEE or an AFFILIATE without infringing other patents.

8.2 RESEARCH FOUNDATION EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND
     MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
     PARTICULAR PURPOSE OF THE PATENT RIGHTS, BIOLOGICAL MATERIALS, OR INFORMATION SUPPLIED
     BY RESEARCH FOUNDATION, LICENSED PROCESSES OR LICENSED PRODUCTS CONTEMPLATED BY THIS
     AGREEMENT.

8.3 OPTIONEE shall indemnify, defend and hold harmless RESEARCH FOUNDATION and its current or former directors,
     governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and
     their respective successors, heirs and assigns (collectively, the ―Indemnitees‖), from and against any claim, liability, damage,
     loss or expenses (including reasonable attorneys‘ fees and expenses of litigation) (collectively CLAIMS) based upon, arising
     out of, or otherwise relating to this Agreement, including without limitation any CLAIMS (including, but not limited to any
     CLAIMS arising out of any theory of product liability) concerning any product, process, or service made, used or sold
     pursuant to any right or license granted as a result of this Agreement.

8.4 OPTIONEE shall not use RESEARCH FOUNDATION‘s name or insignia, or any adaptation of them, or the name of any of
     RESEARCH FOUNDATION‘s inventors in any advertising, promotional or sales literature without the prior written
     approval of RESEARCH FOUNDATION.

8.5 Without the prior written approval of RESEARCH FOUNDATION in each instance, neither this Agreement nor the option
    granted hereunder shall be transferred or assigned in whole or in part by OPTIONEE to any person whether voluntarily or
    involuntarily, by operation of law or otherwise.

                                                                  3
This Agreement shall be binding upon the respective successors, legal representatives and assignees of RESEARCH
    FOUNDATION and OPTIONEE.

8.6 The interpretation and application of the provisions of this Agreement shall be governed by the laws of the state of Florida.

8.7 Any notices to be given hereunder shall be sufficient if signed by the party (or party‘s attorney) giving same and either (a)
     delivered in person, or (b) mailed certified mail return receipt requested, or (c) faxed to other party if the sender has evidence
     of successful transmission and if the sender promptly sends the original by ordinary mail, in any event to the following
     addresses:

If to OPTIONEE:
New Energy Solar Corporation
Attention: Meetesh Patel
3905 National Drive, Suite 110
Burtonsville, MD 20866
Fax: (866) 266-0419




If to RESEARCH FOUNDATION:
USF Research Foundation, Inc.
Attention: Business Manager
3802 Spectrum Boulevard, Suite 100
Tampa, Florida 33612
813-974-8490 (fax)

By such notice either party may change their address for future notices.

Notices delivered in person shall be deemed given on the date delivered. Notices sent by fax shall be deemed given on the date
faxed. Notices mailed shall be deemed given on the date postmarked on the envelope.

8.8 This Agreement constitutes the entire understanding between the parties and neither party shall be obligated by any condition
     or representation other than those expressly stated herein or as may be subsequently agreed to by the parties hereto in writing.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed in duplicate by their duly authorized
officers.

UNIVERSITY OF SOUTH FLORIDA                             COMPANY
RESEARCH FOUNDATION


__________________________                                    ___________________________
Signature                                                     Signature
Name: Rod Casto, Ph.D.                                         Name:

                                                                  4
Title: Corporate Secretary             Title:

University of South Florida Board
Of Trustees, a public body corporate


_____________________________
Signature
Name:
Title:


                                          5
Appendix A


The following comprise PATENT RIGHTS:

****




Appendix B

The following is/are the cost(s) associated with the PATENT RIGHTS

****



                                                         6
Exhibit 10.5   Redacted Veryst Agreement.




                               VERYST Engineering ®       LLC
                               47A Kearney Road                                                  ®
                                Needham, MA 02494




Meetesh Patel
Jay Bhogal
Kinetic Power Corporation
1050 Connecticut Avenue, NW
Washington, DC 20036


November 4, 2008

Re: Initial Development of a Car and Truck Energy Harvester


Messrs. Patel and Bhogal,

Thank you for considering Veryst Engineering for this project. We are particularly interested in working with Kinetic Power Corp
given not only our relevant experience and expertise, but also our shared interest in alternative energy systems. We believe that
our past and on-going work in intellectual property development and electromechanical system design, in particular with energy
harvesting, are well-suited to the challenges that this project presents.

In light of our conversation last week, we propose the following sequenced outline of work:

Task 1: Examination of Prior Art and Strategic Positioning

        We believe that a solid understanding of the current state of the art helps focus and secure any new intellectual property
position. This effort will examine current patents and applications from a critical perspective aimed at identifying meaningful
opportunities for new invention, thereby exceeding the substance of a typical IP review by a law firm. **** Strategic positioning
and IP content will be re-evaluated on an ongoing basis.

        ****

        ****

        ****

Task 2: Design Conceptualization

        This effort will begin by defining design goals and evaluation metrics based on the space identified in Task 1. The metrics
will provide structure to engineering objectives and to decision-making. **** Particular attention will be paid to the issue of
energy transfer, **** We will also list technical challenges and any new opportunities for additional intellectual property.

        ****

                                                                1
        ****

        ****

Task 3: Detailed Design

         This effort will pursue the detailed design of **** concepts stemming from Task 2. Primary work will be on the design of
specific components, with the selection of off-the-shelf items where possible. Work required in this stage includes preparation of
engineering drawings, detailed calculations for the appropriate matching of components, component stress analysis for strength
and reliability, and discussion with potential subcomponent manufacturers and vendors. Items with long lead times will be
identified for possible advanced procurement. ****

        ****

        ****

        ****

Task 4: Prototype

       Task 4 will prototype ****. Fabrication effort will be balanced between Veryst Engineering and contracted shops,
depending on the details of the final design. ****

        ****

        ****

        ****


        ****

        ****

                                 ****                      ****                      ****                      ****

       ****

       ****

       ****

       ****



Benefits


                                                                  2
        New product development requires a multi-faceted effort that balances creativity, engineering rigor, and business
practicality. We are confident that our background in electromechanical design and intellectual property consulting uniquely
positions us contribute to many aspects of your project. Moreover, our work is based on engineering fundamentals, helping ensure
that decisions are well-informed and grounded. **** energy harvesting has been part of our work focus for well over a decade.
Our sensitivity to details and awareness of the big picture would help streamline and strengthen your development ****.

This is precisely the type of work we seek and enjoy doing, and we look forward to discussing the details of our proposal with
you. I have attached our Terms and Conditions that forms by reference a part of this proposal. We can be reached by phone at
781-433-0433.

You can accept this proposal by signing and dating the last page of this proposal and faxing (781-433-0933) or mailing a copy to
my attention.

Sincerely,




Managing Principal

TERMS AND CONDITIONS OF AGREEMENT

CHARGES

Invoices are typically rendered monthly or in accordance with the agreed upon payment schedule, and are due upon
receipt. Work performed on a time-and-expenses basis will be charged in accordance with the most current billing rates of Veryst
Engineering.

At the discretion of Veryst Engineering, a suitable retainer may be required from the client in advance. Veryst Engineering will
hold the retainer until the final invoice is prepared. Any money remaining in the retainer account after the final invoice has been
paid shall be returned to the client.

Evidence storage and disposal will be the responsibility of the client. Upon the client's request, Veryst may agree to provide
temporary storage space for a reasonable fee, which the client agrees to pay monthly upon presentation of an invoice from Veryst

PAYMENT

Outstanding balances past due over 30 days are subject to a delinquency charge until paid. Veryst Engineering reserves the right
to decline further work with any client delinquent in payment of charges due to Veryst Engineering for previous work, until such
balances are paid in full.

INTELLECTUAL PROPERTY

****

Notwithstanding any of the foregoing, nothing in this Agreement shall in any manner affect the ownership rights that Veryst
Engineering has in any intellectual property developed by Veryst Engineering either

                                                                 3
prior or subsequent to the effective date of this Agreement, ****, or intellectual property developed for other clients or other
projects unrelated to **** this Agreement.

TERM

The term of this Agreement shall commence on the date of this Agreement and shall continue until terminated by either Veryst
Engineering or the client. Client may terminate this Agreement for any reason upon thirty (30) days prior written notice to Veryst
Engineering and payment to Veryst Engineering for any services performed and/or expenses incurred by Veryst
Engineering prior to such effective date of termination. Veryst Engineering may terminate this Agreement at any time by
giving client written notice of such termination and the effective date of such termination shall be no earlier than the date that
Veryst Engineering shall have completed the performance of all services already scheduled to be performed for the client.

                                           INDEPENDENT CONTRACTOR STATUS

Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Veryst
Engineering and the client. Veryst Engineering shall be an independent contractor to the client and no Veryst Engineering
employee or person performing any work at Veryst Engineering‘s direction for the client shall be considered to be an agent,
employee or representative of the client for any purpose.

Client agrees that during the term of this agreement with Veryst Engineering and for a period of twenty four (24) months after the
termination of this agreement for any reason, client will not directly or indirectly hire, attempt to hire or solicit for employment
any employee of Veryst Engineering, encourage or induce any other company to hire, attempt to hire or solicit any employee of
Veryst Engineering nor encourage or induce any employee of Veryst Engineering to terminate employment with Veryst
Engineering.

                                            EXECUTION OF SCOPE OF SERVICES

   Veryst Engineering will work in accordance with generally accepted professional engineering practice. No other warranty,
    express or implied, is made concerning work performed under the agreement, including Veryst Engineering‘s findings,
                                   recommendations, specifications, or professional advice.

Veryst will hold in strictest confidence all proprietary information and trade secrets of the client to which it may be given access.

                                                        MISCELLANEOUS

  The client assumes full and complete responsibility for all uses and applications of Veryst Engineering‘s recommendations or
 work under this agreement, or failure to use recommendations or work, and agrees to hold harmless Veryst Engineering against
any and all liability, damages, losses, claims, demands, actions, causes of action, and costs including attorneys‘ fees and expenses
arising out of the use and application of any of Veryst Engineering‘s recommendations or work under this agreement, or failure to
                                                   use recommendations or work.

  The client agrees that in no event shall Veryst Engineering, its officers, employees, or agents be liable for any direct, indirect,
incidental, special, punitive or consequential damages arising out of or relating to this Agreement or, without limitation, any such
                                                damages for lost profits or business.

                                                                  4
Approved   // Meetesh Patel
           Meetesh Patel
           Chief Executive Office and President, Octllion Corp.

           11-04-2008
           Date



                                            5
10.6 Redacted Sigma Design Agreement.
Professional Engineers & Designers

August 24, 2009

Mr. Meetesh Patel - President
New Energy Technologies, Inc.
3905 National Drive
Suite 110
Burtonsville MD 20866

Subject: [***]

Dear Mr. Patel;

This letter outlines our proposal for continued engineering services to develop the next prototype for the Motion Power System.

WORK CONTINUATION AND SCOPE:

[***]


DELIVERABLES :[ ***]

 [***]
[***]

The above schedule will be reviewed and updated on a bi-weekly basis. We would expect and welcome visits to our location
anytime during the project.

Of course we will only invoice for the actual work performed and these estimates may change as we encounter challenges not
foreseen as of this moment. When this happens we will update the estimate before starting any next stages.

Additional engineering analysis and design work approved by New Energy Technologies to support this program beyond the
above scope will be charged at our normal rates.

Please contact me directly if you have any questions. We look forward to working with you on this project.

Sincerely,
                                                Date: ________________________



                                                        Accepted _______________________

                                                                1
Gerard J. Lynch, P.E.            Meetesh Patel,
President Sigma Design Company   New Energy Technologies


                                   2
10.7   Form of Stock Option Agreement dated as of December 16, 2009 between Meetesh Patel and New Energy Technologies,
Inc.

                                    NONSTATUTORY STOCK OPTION AGREEMENT

       THIS NONSTATUTORY STOCK OPTION AGREEMENT (― Agreement ‖) is made and entered into as of December
15, 2009, by and between New Energy Technologies, Inc. a Nevada corporation (the ― Company ‖), and Meetesh Patel (―
Optionee ‖):

       In consideration of the covenants herein set forth, the parties hereto agree as follows:

               (a)   Date of Grant Authorized:                 December 15, 2009
               (b)   Effective Date of Option                 December 16, 2008
               (c)   Number of Shares:                        250,000
               (d)   Exercise Price:                           $0.44

       2. Acknowledgements.

                (a) Optionee is the Chief Executive Officer, President and Chief Financial Officer of the Company.

               (b) The Board of Directors (the ― Board ‖ which term shall include an authorized committee of the Board of
        Directors) have this day approved the granting of this Option subject to the execution of this Agreement; and

                (c) The Board has authorized the granting to Optionee of a nonstatutory stock option (― Option ‖) to purchase
        shares of common stock of the Company (― Stock ‖) upon the terms and conditions hereinafter stated and pursuant to an
        exemption from registration under the Securities Act of 1933, as amended (the ― Securities Act ‖).

        3. Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and
conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the ― Shares ‖) for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price per
Share set forth in Section 1(d) above (the ― Exercise Price ‖), such price being not less than [e.g., 100%] of the closing price the
Shares covered by this Option on December 15, 2009.

        4. Term of Option; Continuation of Service. Subject to the early termination provisions set forth herein, this Option
shall expire, and all rights hereunder to purchase the Shares shall terminate five (5) years from the date hereof. Nothing contained
herein shall be construed to interfere in any way with the right of the Company or its shareholders to remove or not elect Optionee
as an officer of the Company, or to increase or decrease the compensation of Directors from the rate in effect at the date hereof.

       5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall vest on December 16, 2009
and may be exercised at any time, in whole or in part, from December 16, 2009 through December 15, 2014.

         6. Manner of Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise
stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of
Exercise attached hereto as Appendix A, (b) a check or

                                                                  1
cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by
the Board of Directors consistent with the Plan) and (c) a written investment representation as provided for in Section 13 hereof.
This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be
exercisable only by Optionee during his or her lifetime.

        7. Termination of Service. If Optionee shall cease to serve as an officer, director or employee of, or a consultant to the
Company (a ― Company Relationship ‖) for any reason (other than death, in which case the provisions of Section 8 hereof shall
govern) the Optionee shall have the right at any time within 90 days following the date Optionee ceases to have a Company
Relationship, to exercise this Option to the extent vested and purchase Shares, to the extent, but only to the extent, that Optionee
could have exercised this Option as of the date Optionee ceases to have any Company Relationship; following the expiration of
the aforesaid 90 day exercise period, this Agreement shall terminate in its entirety and be of no further force or effect and the
Option may no longer be exercised. Anything herein to the contrary notwithstanding the termination of one form of Company
Relationship shall not terminate this Agreement if the Optionee continues to maintain any other form of Company Relationship.

        8. Death of Optionee. If the Optionee shall die while having a Company Relationship, Optionee‘s personal
representative or the person entitled to Optionee‘s rights hereunder may at any time within 180 following the date of Optionee‘s
death, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this
Option as of the date of Optionee‘s death; following the expiration of the aforesaid 180 day exercise period, this Agreement shall
terminate in its entirety and be of no further force or effect and the Option may no longer be exercised.

        9. No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment
will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 7 hereof.

        10. Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered
by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of
issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or
decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the
conversion of any convertible securities of the Company shall not be deemed having been ―effected without receipt of
consideration by the Company‖.

        In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is
not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a ―
Reorganization ‖), this Option shall terminate immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board; provided, however, if Optionee shall have a Company Relationship at the time such Reorganization is
approved by the stockholders, Optionee shall have the right to exercise this Option to the extent vested, for a period beginning 30
days prior to the consummation of such Reorganization and ending as of the Reorganization or the expiration of this Option,
whichever is earlier, subject to the consummation of the Reorganization. In any event, the Company shall notify Optionee, at least
30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and that the Option shall terminate upon
the consummation of the Reorganization.

       Subject to any required action by the shareholders of the Company, if the Company shall be the

                                                                 2
surviving entity in any merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder
of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the
installment provisions of Section 5 shall continue to apply.

        In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its
authorized Stock without par value into the same number of shares of Stock with a par value, the shares resulting from any such
change shall be deemed to be the Shares within the meaning of this Option.

        To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made
by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly
provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the
payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and
price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or
securities convertible into shares of stock of any class.

          The grant of this Option shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to
sell or transfer all or any part of its business or assets.

        11. Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize
income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares,
determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an
agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee‘s then current
compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require
Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option.

        12. Modification, Extension and Renewal of Options. The Board or Committee, may modify, extend or renew this
Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all times to the Code and applicable securities laws.
Notwithstanding the foregoing provisions of this Section 12 , no modification shall, without the consent of the Optionee, alter to
the Optionee‘s detriment or impair any rights of Optionee hereunder.

        13. Investment Intent; Restrictions on Transfer.

                (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in
        each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in
        connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any
        person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the
        Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented
        by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part,
        the Optionee shall be relieved of the

                                                                   3
          foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing
          written statement.

                  (b) Optionee further represents that Optionee has had access to the financial statements or books and records of
          the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial
          condition, and to obtain additional information reasonably necessary to verify the accuracy of such information.

                  (c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates
          representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any
          securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear
          legends in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE ‗SECURITIES ACT‘) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY
STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES
ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED DECEMBER 15, 2009 BETWEEN THE COMPANY
AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer
instructions with respect to the Shares have been placed with the Company‘s transfer agent.

        14. Stand‑ off Agreement. Optionee agrees that, in connection with any registration of the Company‘s securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company‘s
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for
a period of up to one year following the effective date of registration of such offering.

          15. Restriction Upon Transfer.     This Option is not transferable by the Optionee, except as contemplated by Section 8
hereof.

        16. Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed
to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Optionee at the address last provided by Optionee for use in Company records related to Optionee.

          17. Agreement Subject to Plan; Applicable Law.       This Option is made pursuant to the Plan and

                                                                    4
shall be interpreted to comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the
Company. Any provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable
provision of the Plan. This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and
enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein. The Optionee
acknowledges that the Plan has not been approved by the Company‘s stockholders, as of the date hereof.




                                          [SIGNATURES APPEAR ON NEXT PAGE]

                                                                 5
        IN WITNESS WHEREOF, the parties hereto have executed this Option as of the date first above written.



New Energy Technologies, Inc.




By: ________________________________
Joseph Sierchio , Authorized Signatory



____________________________________
Meetesh Patel, Optionee


                                    (One of the following, as appropriate, shall be signed):


I certify that as of the date               By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                           to be bound by the provisions of
                                           the foregoing NONSTATUTORY STOCK
                                           OPTION AGREEMENT

____________________________               ___________________________________
Optionee                                   Spouse of Optionee



                                                               6
                                                            Appendix A

                                                    NOTICE OF EXERCISE
                                                        (Stock Option)

TO:     NEW ENERGY TECHNOLOGIES, INC.

       The undersigned hereby elects to purchase ______________ Shares of the Company pursuant to the terms of the Sock
Option Agreement Dated December 15, 2009 between the undersigned and New Energy Technologies, Inc and herewith
tender $_______________________ in payment of the exercise price in full, together with all applicable transfer taxes, if any by:

        (a) Check (subject to collection); or
        (b) Wire transfer in accordance with wiring instructions provided by the Company.

       Please issue a certificate or certificates representing said Shares in the name of the undersigned as is specified below and
forward the same to the address set forth below.



__________________________________
Signature of Optionee

Print Name of Optionee: _______________________________________


Address For Delivery of Shares:


___________________________________


___________________________________


___________________________________


___________________________________


                                                                  7
10.8    Form of Stock Option Agreement dated as of December 16, 2009 between New Energy Technologies, Inc. and
its     non-employee directors.

                                    NONSTATUTORY STOCK OPTION AGREEMENT

       THIS NONSTATUTORY STOCK OPTION AGREEMENT (― Agreement ‖) is made and entered into as of December
15, 2009, by and between New Energy Technologies, Inc. a Nevada corporation (the ― Company ‖), and Alastair K. Livesey (―
Optionee ‖):

       In consideration of the covenants herein set forth, the parties hereto agree as follows:

               (a)   Date of Grant Authorized:                 December 15, 2009
               (b)   Effective Date of Option                 December 16, 2008
               (c)   Number of Shares:                        50,000
               (d)   Exercise Price:                           $0.44

       2. Acknowledgements.

                (a) Optionee is a director of the Company.

               (b) The Board of Directors (the ― Board ‖ which term shall include an authorized committee of the Board of
        Directors) have this day approved the granting of this Option subject to the execution of this Agreement; and

                (c) The Board has authorized the granting to Optionee of a nonstatutory stock option (― Option ‖) to purchase
        shares of common stock of the Company (― Stock ‖) upon the terms and conditions hereinafter stated and pursuant to an
        exemption from registration under the Securities Act of 1933, as amended (the ― Securities Act ‖).

        3. Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and
conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the ― Shares ‖) for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price per
Share set forth in Section 1(d) above (the ― Exercise Price ‖), such price being not less than [e.g., 100%] of the closing price of
the Shares covered by this Option on December 15, 2009.

        4. Term of Option; Continuation of Service. Subject to the early termination provisions set forth herein, this Option
shall expire, and all rights hereunder to purchase the Shares shall terminate five (5) years from the date hereof. Nothing contained
herein shall be construed to interfere in any way with the right of the Company or its shareholders to remove or not elect Optionee
as an officer of the Company, or to increase or decrease the compensation of Directors from the rate in effect at the date hereof.

        5. Vesting and Exercisability of Option.    Subject to the provisions of Sections 7 and 8 hereof, this Option shall vest as
follows:

       (a)      As to 20,000 shares, at any time from December 16, 2009 through December 15, 2014;
       (b)      As to 15,000 shares, at any time from December 16, 2010 through December 15, 2014; and
       (c)      As to 15,000 shares, at any time from December 16, 2011 through December 15, 2014.

       6. Manner of Exercise.     This Option shall be exercised by delivery to the Company of (a) written

                                                                  1
notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the
form of Notice of Exercise attached hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares
covered by the notice (or such other consideration as has been approved by the Board of Directors consistent with the Plan) and
(c) a written investment representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable,
except by will or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.

        7. Termination of Service. If Optionee shall cease to serve as an officer, director or employee of, or a consultant to the
Company (a ― Company Relationship ‖) for any reason (other than death, in which case the provisions of Section 8 hereof shall
govern) the Optionee shall have the right at any time within 90 days following the date Optionee ceases to have a Company
Relationship, to exercise this Option to the extent vested and purchase Shares, to the extent, but only to the extent, that Optionee
could have exercised this Option as of the date Optionee ceases to have any Company Relationship; following the expiration of
the aforesaid 90 day exercise period, this Agreement shall terminate in its entirety and be of no further force or effect and the
Option may no longer be exercised. Anything herein to the contrary notwithstanding the termination of one form of Company
Relationship shall not terminate this Agreement if the Optionee continues to maintain any other form of Company Relationship.

        8. Death of Optionee. If the Optionee shall die while having a Company Relationship, Optionee‘s personal
representative or the person entitled to Optionee‘s rights hereunder may at any time within 180 following the date of Optionee‘s
death, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this
Option as of the date of Optionee‘s death; following the expiration of the aforesaid 180 day exercise period, this Agreement shall
terminate in its entirety and be of no further force or effect and the Option may no longer be exercised.

        9. No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any
installment of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment
will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 7 hereof.

        10. Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered
by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of
issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or
decrease in the number of such shares effected without receipt of consideration by the Company; provided however that the
conversion of any convertible securities of the Company shall not be deemed having been ―effected without receipt of
consideration by the Company‖.

        In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is
not the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a ―
Reorganization ‖), this Option shall terminate immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board; provided, however, if Optionee shall have a Company Relationship at the time such Reorganization is
approved by the stockholders, Optionee shall have the right to exercise this Option to the extent vested, for a period beginning 30
days prior to the consummation of such Reorganization and ending as of the Reorganization or the expiration of this Option,
whichever is earlier, subject to the consummation of the Reorganization. In any event, the Company shall notify Optionee, at least
30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and that the Option shall terminate upon
the consummation of the Reorganization.

                                                                 2
        Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any
merger or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the
Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions
of Section 5 shall continue to apply.

        In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its
authorized Stock without par value into the same number of shares of Stock with a par value, the shares resulting from any such
change shall be deemed to be the Shares within the meaning of this Option.

        To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made
by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly
provided, Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the
payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and
price of Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution,
liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or
securities convertible into shares of stock of any class.

          The grant of this Option shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to
sell or transfer all or any part of its business or assets.

        11. Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize
income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares,
determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an
agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in
establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding
for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee‘s then current
compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require
Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option.

        12. Modification, Extension and Renewal of Options. The Board or Committee, may modify, extend or renew this
Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in
substitution therefore (to the extent not theretofore exercised), subject at all times to the Code and applicable securities laws.
Notwithstanding the foregoing provisions of this Section 12 , no modification shall, without the consent of the Optionee, alter to
the Optionee‘s detriment or impair any rights of Optionee hereunder.

        13. Investment Intent; Restrictions on Transfer.

               (a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in
        each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in
        connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any
        person or persons entitled to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the
        Company a written statement to such effect, satisfactory to the Company in form and

                                                                   3
          substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the
          exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and
          agreement and shall not be required to furnish the Company with the foregoing written statement.

                  (b) Optionee further represents that Optionee has had access to the financial statements or books and records of
          the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial
          condition, and to obtain additional information reasonably necessary to verify the accuracy of such information.

                  (c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates
          representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any
          securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear
          legends in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES
ACT OF 1933 (THE ‗SECURITIES ACT‘) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY
STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES
ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
THEREFROM.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN
NONSTATUTORY STOCK OPTION AGREEMENT DATED DECEMBER 15, 2009 BETWEEN THE COMPANY
AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO
REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.


and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer
instructions with respect to the Shares have been placed with the Company‘s transfer agent.

        14. Stand‑ off Agreement. Optionee agrees that, in connection with any registration of the Company‘s securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company‘s
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than
Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for
a period of up to one year following the effective date of registration of such offering.

          15. Restriction Upon Transfer.     This Option is not transferable by the Optionee, except as contemplated by Section 8
hereof.

        16. Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed
to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage
prepaid, addressed to Optionee at the address last provided by Optionee for use in Company records related to Optionee.

                                                                    4
        17. Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to
comply therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any
provision of this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.
This Option has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be
governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein. The Optionee acknowledges that the
Plan has not been approved by the Company‘s stockholders, as of the date hereof.




                                          [SIGNATURES APPEAR ON NEXT PAGE]

                                                                 5
        IN WITNESS WHEREOF, the parties hereto have executed this Option as of the date first above written.


New Energy Technologies, Inc.


By: ______________________________
 Meetesh Patel, President and Chief Executive Officer



____________________________________
Alastair K. Livesey , Optionee


                                    (One of the following, as appropriate, shall be signed):


I certify that as of the date               By his or her signature, the
hereof I am unmarried                       spouse of Optionee hereby agrees
                                           to be bound by the provisions of
                                           the foregoing NONSTATUTORY STOCK
                                           OPTION AGREEMENT

____________________________               /s/___________________________________
Optionee                                   Spouse of Optionee




                                                               6
                                                            Appendix A

                                                    NOTICE OF EXERCISE
                                                        (Stock Option)

TO:     NEW ENERGY TECHNOLOGIES, INC.

       The undersigned hereby elects to purchase ______________ Shares of the Company pursuant to the terms of the Sock
Option Agreement Dated December 15, 2009 between the undersigned and New Energy Technologies, Inc and herewith
tender $_______________________ in payment of the exercise price in full, together with all applicable transfer taxes, if any by:

        (a) Check (subject to collection); or
        (b) Wire transfer in accordance with wiring instructions provided by the Company.

       Please issue a certificate or certificates representing said Shares in the name of the undersigned as is specified below and
forward the same to the address set forth below.



__________________________________
Signature of Optionee

Print Name of Optionee: _______________________________________


Address For Delivery of Shares:


___________________________________


___________________________________


___________________________________


                                                                  7
Exhibit 23.2




               CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the inclusion in the Registration Statement on Form S-1/A of New Energy Technologies, Inc. (formerly
Octillion Corp.) and Subsidiaries of our report dated December 15, 2009, on our audits of the consolidated balance
sheets of New Energy Technologies, Inc. and Subsidiaries ("the Company") (a development stage company) as of
August 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity (deficit), and
cash flows for the years then ended, and for the cumulative period from May 5, 1998 (inception) to August 31,
2009. We also consent to the reference to us under the heading "Experts" in the Registration Statement.

Our report, dated December 15, 2009, contains an explanatory paragraph that states that the consolidated financial
statements have been prepared assuming the Company will continue as a going concern. The Company has
experienced recurring losses from operations since inception, and has a substantial accumulated deficit. These
conditions raise substantial doubt about the Company's ability to continue as a going concern.


/S/ PETERSON SULLIVAN LLP


January 28, 2010
Seattle, Washington
Exhibit 24.1    Power of Attorney.

                                                    POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS , that each person whose signatures appear below constitute and appoint
Meetesh V. Patel , as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him
and in his name and place, in any and all capacities to sign any and all amendments (including post-effective amendments) to this
registration statement, and to sign any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933 and any and all amendments thereto, and to file the same, with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their
substitutes, may lawfully do or cause to be done by virtue thereof.

/s/Alastair Livesey                                   Dated: October 7, 2009
Alastair Livesey

/s/ Jatinder S, Bhogal                                Dated: October 7, 2009
Jatinder S, Bhogal

/s/ Joseph Sierchio                                   Dated: October 7, 2009
Joseph Sierchio



                                                                 1