AMENDMENT
      TO LEASE




THIS
      AMENDMENT TO LEASE (this "**Amendment**") is entered into as of
      June 21, 2006
      (the "**Effective Date**") by and between Richard A. Cristina and
      Diane L. Cristina Trustees
      of the Richard A. Cristina and Diane L. Cristina Trust dated December 20, 1995 ("**Lessor**"),
      and Southwall Technologies, Inc. ("**Lessee**") with reference to
      the following facts:




A. Lessor
      and Lessee entered into that certain Standard Industrial/Commercial
      Multi-Lessee Lease - Net dated October 4, 2005 (the "**Lease**"), for
      the
      premises consisting of approximately 7,774 square feet and commonly known as 3780
      Fabian Way, Palo Alto, California as further described in the Lease (the
      "**Southwall** **Premises**").




B. The
      parties desire to amend the Lease on the terms and conditions hereinafter
      set forth.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and adequacy
      of which are hereby acknowledged, the parties hereto do hereby agree as
      follows:




1. Original
      Term: Section
      1.3 of the Lease is hereby amended by deleting "October
      31, 2007" and replacing it with June 30, 2011.




2*.* Premises:
      Effective January 1,2009, Section 1.2(a) of the Lease is hereby amended
      to expand the Southwall Premises to include that portion of the building
      consisting of approximately
      22,400 square feet currently leased from Lessor by Maxspeed Corporation (the "**Maxspeed
      Premises**") pursuant to that certain Standard Industrial/Commercial
      Multi-Lessee Lease - Gross dated December 5, 2003 (the "**Maxspeed
      Lease**"). The Southwall Premises and Maxspeed Premises are collectively referred
      to herein as the "**Total** **Building** **Premises**"
      which shall consist of 30,174 square feet.




3. Base
      Rent: On
      November 1, 2007, the Base Rent
      for
      the Southwall Premises shall
      increase to $8,551.40 per month ($1.10 per square foot). On January 1, 2009,the
      Base Rent
      for
      the Total Building Premises shall increase to $37,717.50 per month ($1.25 per
      square) foot).
      On
      January 1, 2010 and January 1, 2011, the Base Rent shall increase by three
      percent (3%).




Lessor
      and Lessee acknowledge that effective January 1, 2009, the Total Building Premises
      will be subject to the terms of the Lease, as amended by this Amendment to
      Lease, including,
      but not limited to the provision that the Total Building Premises will be
      governed by the triple net provisions of the Lease.





4. Lessor's
      Work: As
      consideration for Lessee's execution of this Amendment, Lessor
      agrees, at its sole cost and expense, to: (a) perform all work necessary to
      put
      the heating, ventilation
      and air conditioning system (including the existing distribution system within
      the Total
      Building Premises) into good working condition and repair (the "**HVAC
      Work**") and (b) perform
      any work required to bring all or any portion of the Total Building Premises
      structural components
      into compliance with any and all codes, laws, and regulations in effect as
      of
      the Effective Date (collectively the **Code
      Compliance Work** ).
      Notwithstanding the foregoing, Lessor
      shall have no responsibility for any Code Compliance Work which may be required because
      of any repairs or alterations made by Lessee to the Total Building Premises.
      Lessor shall
      complete the HVAC Work on or before June 30, 2006 and the Code Compliance Work
      within sixty (60) days (or such longer period is necessary given the scope
      of
      the repairs) of its receipt of notice from Lessee with reasonable supporting
      materials describing the Code Compliance
      Work required.




5.  Restoration: Lessor
      acknowledges that Lessee shall have no responsibility for any
      restoration of the Maxspeed Premises to the condition existing as of the date
      of
      the Maxspeed
      Lease. Notwithstanding the foregoing, Lessee acknowledges that it shall be responsible
      for restoring any improvements it makes to the Maxspeed Premises after the Effective
      Date.




6. Condition
      Precedent: This
      Amendment is conditioned upon (a) Lessee's execution
      of a sublease for the Maxspeed Premises pursuant to which Lessee will sublease
      the Maxspeed
      Premises from June 1, 2006 through December 31, 2008 (the "**Sublease**");
      ( b)
      Lessee and
      Maxspeed Corporation's receipt of Lessor's written consent to the Sublease,
      which such consent
      shall be in a form reasonably acceptable to Lessee; and (c) Lessor's written
      approval of the Sublease.




7.  Address: Lessor
      acknowledges that Lessee will use the address 3788 Fabian Way
      for
      the Total Building Premises.




8. Miscellaneous:




a. Ratification. The
      Lease, as amended hereby, is hereby ratified, confirmed
      and deemed in full force and effect in accordance with its terms.




b. Governing
      Law. This
      Amendment shall be governed by and construed
      in accordance with the laws of the State of California.




c.** Counterparts. This
      Amendment may be executed in multiple counterparts
      each of which is deemed an original but together constitute one and the same instrument.
      This Amendment may be executed by facsimile and each party has the right to
      rely
      upon a facsimile counterpart of this Amendment signed by the other party to
      the
      same extent as if
      such
      party had received an original counterpart.




d. Governing
      Document. Except
      as modified by this Amendment, the Lease shall remain unchanged and in full
      force and effect. If the terms of the Lease conflict or
      are
      inconsistent with the terms of this Amendment, the terms of this Amendment
      shall
      govern and prevail.





e. Brokers. Each
      party represents and warrants to the other that it has not
      dealt
      with any real estate agent or broker, salesperson, or finder in connection
      with
      this Amendment other than Colliers International ("**Colliers** ")
      (representing Lessor only) and Studley, Inc. ("**Studley**")
      (representing Lessee only). Lessor shall pay a total commission of six percent
      (6%) payable as set forth hereinafter. Lessor shall pay Studley a fee equal
      to
      four percent
      (4%) of the Base Rent payable by Lessee from November 1, 2007 through December
      31, 2008 for the Southwall Premises and a fee equal to four percent (4%) of
      the
      Base Rent payable by
      Lessee
      from January 1, 2009 through June 30, 2011 for the Total Building Premises
      as
      required by this Amendment. Lessor shall pay Colliers a fee equal to two percent
      (2%) of the Base Rent payable by Lessee from from November 1, 2007 through
      December 31, 2008 for the Southwall Premises and a fee equal to two percent
      (2%)
      of the Base Rent payable by Lessee from January 1, 2009 through June 30, 2011
      for the Total Building Premises. Fifty percent (50%) of the above commission
      shall be paid on the Effective Date. The other fifty percent (50%) of the above
      commission shall be paid on November 1, 2007 for the commission relating to
      the
      Southwall Premises and on January 1, 2009 for the commission relating to the
      Total Building Premises. Each party agrees to indemnify, defend and hold the
      other party harmless from
      and
      against all claims for brokerage commissions, finder's fees or other
      compensation made by
      any
      other agent, broker, salesman or finder as a consequence of said party's actions
      or dealings
      with such other agent, broker, salesman, or finder. Upon the full execution
      and
      delivery of
      this
      Amendment by Lessor and Lessee, Lessor shall pay a real estate commission in
      connection with this Amendment to Colliers and Studley pursuant to separate
      agreement.




f. Entire
      Agreement. The
      Amendment represents the entire agreement
      of the parties pertaining to the subject matter hereof and replaces any prior negotiations,
      understandings or agreements among the parties, whether written or oral,
      pertaining to
      subject matter hereof. Each of the parties acknowledges that it has not relied
      on any promise, covenant,
      representation, or warranty, express or implied, not expressly set forth in
      this Amendment.




IN
      WITNESS WHEREOF, the parties hereto have executed these presents the day
      and
      year first above written.




“LESSEE”
              
              “LESSOR”By:
              /s/
                  Sylvia Kamenski
              
              By:
              /s/
                  Richard CristinaName:
              Sylvia
                  Kamenski
              
              Name:
              Richard
                  CristinaIts:
              VP
                  of Finance
              
              Its:
              Diane
                  Cristina