SUPPLY AGREEMENT between SOUTHWALL TECHNOLOGIES INC. Palo Alto, California 94303 USA SAINT GOBAIN SEKURIT FRANCE Bureau Central F-60150 THOUROTTE, France

The term of the Supply Agreement shall be for a period of two (2) years, from January 1, 2004 to December 31, 2005, and may be renewed, if at all, only on such terms and conditions as the parties may then agree for each subsequent year.

By means of an irrevocable two (2) year purchase order, SGSF commits to xxxxx (xxxxx) square meters (xxxxx million square feet) of Film intended for delivery in the period January 1, 2004 to December 31, 2005 (with a plus/minus tolerance of five percent [5%]). SGSF's commitment is contingent upon full web (1.83 meters or 2.00 meters) purchase.

Refer to the attached Price Schedule and Terms, Warranties, and Liabilities attached in Appendix A.

If at the end of any month during the term of this Agreement more than one week of delay occurs with respect to any Film ordered by SGSF, SGSF will apply penalties to Southwall for late delivery. These penalties are structured as follows:

1. End of a month with undelivered quantities per SGSF Purchase Order as received and accepted by Southwall - no penalties.
2. Southwall has 1 week to have undelivered quantities delivered per Payment Terms (Appendix A) for shipments from the U.S. and/or from SEG.
3. At end of week two any remaining undelivered quantities from the prior month shall have a 2.5% penalty on the price of such undelivered Film applied to SGSF's account in the form of a customer credit.
4. At end of week three any remaining undelivered quantities from the prior month have a 4% on the price of such undelivered Film penalty applied to SGSF's account in the form of a customer credit.
5. At end of week four any remaining undelivered quantities from the prior month have a 5% on the price of such undelivered Film penalty applied to SGSF's account in the form of a customer credit.
6. The cumulative total late penalty for late shipments from the prior month will not exceed 11.5% on the price of such undelivered Film.

The Film to be supplied under this Agreement shall correspond to the last valid Specifications (Ref C.DQ.CA.434, Issue 06, Rev. Date 04/2003 and Ref C.DQ.CA.435, Issue 02, Rev. Date 04/2003) agreed and signed by both parties, or as may be amended from time to time by agreement of the Parties in writing so as thereafter to be in effect.

This Agreement or any part hereof may not be assigned by either Party without the prior consent of the other party; provided, however, that either party may assign this Agreement to any entity which acquires substantially all of its assets or business, The rights and obligations of the parties pursuant to the present agreement will be automatically transferred and binding upon their respective successors and assignees provided that the assignor assumes all obligations hereunder.

The term of this Agreement shall be for two (2) years, renewable thereafter upon mutual consent. Either Party may terminate this Agreement for a material breach by the other party which is not cured within ninety (90) days (thirty (30) days for failure to pay) of notice thereof. The rights of termination hereunder are absolute. Neither party shall incur any liability or compensation obligation whatsoever for any damages (including, without limitation, damage or loss of goodwill or investment or other incidental, consequential, special or indirect damages), loss or expenses of any kind, suffered or incurred by the other (or for any compensation to the other) arising from, or incident to, any termination of this Agreement by such party that complies with the terms of the Agreement, whether such party is aware of any such damage, loss or expense.

Notwithstanding anything else to the contrary, if the performance of this Agreement is prevented, restricted or interfered with by reason of any cause or circumstance whatsoever beyond the reasonable control of the parties hereto, the party so affected, upon giving notice to the other, shall be excused hereunder to the extent of such prevention, restriction or interference, provided that the party so affected shall continue performance hereunder insofar as applicable whenever such causes or circumstances are removed. Matters beyond reasonable control of the parties shall include:

1. Fire, explosion, strike, lock-out, labor dispute, casualty or accident, lack or failure in all transportation facilities, epidemic, cyclone, flood, drought, lack or failure of sources of supply of labor, raw materials, power or supplies; or,

2. War, revolution, civil commotions, acts of public enemies, terror acts, blockade or embargo; or,

3. Any law, order, proclamation, regulation, ordinance, demand or requirement of any government or any sub-division, authority or representative of any such government; or,

4. Any other acts whatsoever, whether similar or dissimilar to those enumerated, beyond the reasonable control of the parties hereto, but does not include lack of demand (except when lack of demand is due to a Force Majeure event, as described herein).

Southwall and SGSF commit to cooperate on mutual product and process development efforts, including: better solar properties, heatability, antenna, greater degrees of cross-curvature, and new products. SGSF agrees to consider all of SGS's worldwide, new product needs in these joint activities.

Each party (the "Receiving Party") agrees that all inventions, trade secrets, know-how and ideas it obtains from the other party (the "Disclosing Party") and all other business, operational, technical and financial information it obtains from such party is the confidential property of the Disclosing Party ("Proprietary Information"). Except as unambiguously allowed in other parts of this Agreement, the Receiving Party will hold in confidence, and not use or disclose any Proprietary Information and will similarly bind its employees in writing and enforce such agreements. The Receiving Party's nondisclosure obligation will not apply to information it can document: (i) was already known to the Receiving Party without restriction prior to execution of the Agreement: (ii) is publicly available through no fault of the Receiving Party; or (iii) is required to be disclosed pursuant to a regulation or court order (but only to a minimum extent required to comply with such regulation of order) and upon 30 days prior notice to the other party. The Receiving Party understands that any breach of this Section12 will result in irreparable injury to the Disclosing Party and that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach by the Receiving Party. Such remedies shall not be deemed to be the exclusive remedy for such breach, but shall be in addition to all other available remedies at law or equity.

Any waivers or amendments shall be effective only if made in writing and signed by a representative or agent of the respective parties authorized to bind the parties. However, this Agreement shall be controlling over additional or different terms of any purchase order, confirmation, invoice or similar document, even if accepted in writing by both parties, and waivers and amendments will be effective only if made by non- preprinted agreements clearly understood by both parties to be an amendment or waiver. Any notice, report, approval or consent required or permitted hereunder shall be in writing, and will be deemed to have been duly given if delivered personally or mailed by first-class, registered or certified U.S. mail, postage prepaid to a party at its address as set forth herein. Any communication between the parties shall be in English. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the International Rules of Arbitration of the American Arbitration Association. The site of the Arbitration shall be in the United Kingdom. In addition to any award of damages, the prevailing party in any such arbitration shall be entitled to an award of its attorneys' fees and expenses incurred in connection with the dispute. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney's fees. If any provisions of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications, with respect to the subject matter of this Agreement. Each party warrants and represents that this Agreement has been duly authorized by all necessary corporate action and that this Agreement has been duly executed by and constitutes a valid and binding Agreement of that party.

DDP Chantereine, France for 1 weekly shipment, and Ex Works Grossrohrsdorf, Germany for additional shipments and/or shipments to Crown for encapsulation.

Payment terms are open account, net thirty (30) days from date of invoice.

Buyer shall pay Southwall interest on the outstanding balance on all overdue accounts until paid in full at the rate per annum of U.S. Prime Rate plus three (3%) percent.

Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the International Rules of Arbitration of the American Arbitration Association. The site of the Arbitration shall be in the UK. In addition to any award of damages, the prevailing party in any such arbitration shall be entitled to an award of its attorneys' fees and expenses incurred in connection with the dispute.

Southwall warrants to SGSF that the Film, when shipped to SGSF by Southwall, will conform in all material respects to the Specifications. Such warranty does not apply to Film that (other than by Southwall) has been mishandled, mistreated, or used or maintained or stored other than in conformity with Southwall's instructions.

EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTIES SECTION ABOVE, SOUTHWALL MAKES NO WARRANTIES TO ANY PERSON WITH RESPECT TO THE FILM AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT.