**CREDIT
      AGREEMENT**




by
      and
      between





**SOUTHWALL
      TECHNOLOGIES INC., a Delaware corporation**





and





**WELLS
      FARGO HSBC TRADE BANK, N.A**








Dated
      as
      of





May
      30 ,
      2006







Exhibit
      A
      - Addendum to Credit Agreement


Exhibit
      B
      - Revolving Credit Facility Supplement


Exhibit
      C
      - Collateral/Credit Support Document








**WELLS
                FARGO HSBC TRADE BANK**
            **CREDIT
                AGREEMENT**




**SOUTHWALL
        TECHNOLOGIES INC., a Delaware corporation** ("Borrower"),
        organized under the laws of the State of Delaware
        whose chief executive office is located at the address specified after its
        signature to this Agreement ("Borrower's
        Address") and **WELLS
        FARGO HSBC TRADE BANK, N.A.** ("Trade
        Bank"), whose address is specified after its
        signature to this Agreement, have entered into this **CREDIT
        AGREEMENT** as of May
        30, 2006 ,
        2006
        ("Effective Date"). All references to this "Agreement" include those covenants
        included in the Addendum to Agreement
        ("Addendum") attached as Exhibit A hereto.
  **I.** **CREDIT
        FACILITY**
  1.1  **The
        Facility.** **** Subject
        to the terms and conditions of this Agreement, Trade Bank will make available
        to Borrower
        a Revolving Credit Facility ("Facility") for which a Facility Supplement
        ("Supplement") is attached as Exhibit B hereto.
        Additional terms for the Facility are set forth in the Supplement. The Facility
        will be available from the Closing Date up to and until May 31, 2007 ("Facility
        Termination Date"). Collateral and credit support required for the Facility
        is
        set forth in Exhibit C hereto. Definitions for those capitalized terms not
        otherwise defined are contained in Article 8 below.
  1.2  **Credit
        Extension Limit.** **** The
        aggregate outstanding amount of all Credit Extensions may at no time exceed Three
        Million Dollars ($3,000,000) ("Overall Credit Limit"). The aggregate outstanding
        amount of all Credit Extensions outstanding
        at any time under Revolving Credit Facility may not exceed that amount specified
        as the "Credit Limit" in the Supplement for the Facility. An amount equal
        to
        100% of each unfunded Credit Extension shall be used in calculating the outstanding
        amount of Credit Extensions under this Agreement.
  1.3  **Overadvance.** **** All
        Credit Extensions made hereunder shall be added to and deemed part of the
        Obligations when
        made. If, at anytime and for any reason, the aggregate outstanding amount
        of all
        Credit Extensions made pursuant to
        this
        Agreement exceeds the dollar limitation in Section 1.2, then Borrower shall
        immediately pay to Trade Bank on demand,
        in cash, the amount of such excess.
  1.4  **Repayment;
        Interest and Fees.** **** Each
        funded Credit Extension shall be repaid by Borrower, and shall bear interest
        from the date of disbursement at those per annum rates and such interest
        shall
        be paid, at the times specified in the
        Supplement, Note or Facility Document. Borrower agrees to pay to Trade Bank
        with
        respect to the Revolving Credit Facility,
        interest at a per annum rate equal to (i) the Prime Rate minus 1.75% as
        specified in the Note, or (ii) Wells Fargo's LIBOR
        Rate plus 1% as specified in the Note, and the fees specified in the Supplement
        as well as those fees specified in the
        relevant Facility Document(s). Interest and fees will be calculated on the
        basis
        of a 360 day year, actual days elapsed. Any overdue payments of principal
        (and
        interest to the extent permitted by law) shall bear interest at a per annum
        floating rate equal to the Prime Rate plus 5%.
  1.5  **Prepayments.** **** Credit
        Extensions under any Facility may only be prepaid in accordance with the
        terms
        of the Supplement.
        At the time of any prepayment (including, but not limited to, any prepayment
        which is a result of the occurrence
        of an Event of Default and an acceleration of the Obligations) Borrower will
        pay
        to Trade Bank all interest accrued
        on the amount so prepaid to the date of such prepayment and all costs, expenses
        and fees specified in the Loan Documents.
  **II.** **REPRESENTATIONS
        AND WARRANTIES**
  Borrower
        represents and warrants to Trade Bank that the following representations
        and
        warranties are true and correct:
  2.1 **Legal
        Status.** **** Borrower
        is duly organized and existing and in good standing under the laws of the
        jurisdiction indicated
        in this Agreement, and is qualified or licensed to do business in all
        jurisdictions in which such qualification or licensing is required and in
        which
        the failure to so qualify or to be so licensed could have a material adverse
        affect on Borrower.
  Page
            1
  2.2  **Authorization
        and Validity.** **** The
        execution, delivery and performance of this Agreement, and all other Loan Documents
        to which Borrower is a party, have been duly and validly authorized, executed
        and delivered by Borrower and constitute legal, valid and binding agreements
        of
        Borrower, and are enforceable against Borrower in accordance with their respective
        terms.
  2.3  **Borrower's
        Name.** **** The
        name
        of Borrower set forth at the end of this Agreement is its correct name. If Borrower
        is conducting business under a fictitious business name, Borrower is in
        compliance with all laws relating to the conduct
        of such business under such name.
  2.4  **Financial
        Condition and Statements.** **** All
        financial statements of Borrower delivered to Trade Bank have been
        prepared in conformity with GAAP, and completely and accurately reflect the
        financial condition of Borrower (and any
        consolidated Subsidiaries) at the times and for the periods stated in such
        financial statements. Neither Borrower nor any
        Subsidiary has any material contingent liability not reflected in the aforesaid
        financial statement. Since the date of the financial
        statements delivered to Trade Bank for the last fiscal period of Borrower
        to end
        before the Effective Date, there has
        been
        no material adverse change in the financial condition, business or prospects
        of
        Borrower. Borrower is solvent.
  2.5  **Litigation.** **** Except
        as
        disclosed in writing to Trade Bank prior to the Effective Date, there is
        no
        action, claim, suit,
        litigation, proceeding or investigation pending or (to best of Borrower's
        knowledge) threatened by or against or affecting
        Borrower or any Subsidiary in any court or before any governmental authority,
        administrator or agency which may
        result in (a) any material adverse change in the financial condition or business
        of Borrower's, or (b) any material impairment
        of the ability of Borrower to carry on its business in substantially the
        same
        manner as it is now being conducted.
  2.6  **No
        Violation.** **** The
        execution, delivery, and performance by Borrower of each of the Loan Documents
        do not violate any provision of any law or regulation, or contravene any
        provision of the Articles of Incorporation or By-Laws of Borrower, or result
        in
        a breach of or constitute a default under any contract, obligation, indenture,
        or other instrument to which
        Borrower is a party or by which Borrower may be bound.
  2.7  **Income
        Tax Returns.** **** Borrower
        has no knowledge of any pending assessments or adjustments of its income tax
        payable with respect to any year.
  2.8 **No
        Subordination.** **** There
        is
        no agreement, indenture, contract, or instrument to which Borrower is a party
        or
        by which Borrower may be bound that requires the subordination in right of
        payment of any of Borrower's obligations subject
        to this Agreement to any other obligation of Borrower.
  2.9  **ERISA.** **** Borrower
        is in compliance in all material respects with all applicable provisions
        of the
        Employee Retirement
        Income Security Act of 1974, as amended or recodified from time to time
        ("ERISA"); Borrower has not violated any
        provision of any defined employee pension benefit plan (as defined in ERISA)
        maintained or contributed to by Borrower
        (each, a "Plan"); no Reportable Event, as defined in ERISA, has occurred
        and is
        continuing with respect to any Plan initiated by Borrower; Borrower has met
        its
        minimum funding requirements under ERISA with respect to each Plan; and
        each
        Plan will be able to fulfill its benefit obligations as they come due in
        accordance with the Plan documents and under
        GAAP.
  2.10  **Other
        Obligations.** **** Except
        as
        disclosed in writing to Trade Bank prior to the Effective Date, neither Borrower
        nor any Subsidiary are in default of any obligation for borrowed money, any
        purchase money obligation or any material
        lease, commitment, contract, instrument or obligation.
  2.11  **No
        Defaults.** **** No
        Event
        of Default, and event which with the giving of notice or the passage of time
        or both
        would constitute an Event of Default, has occurred and is
        continuing.
  2.12  **Information
        Provided to Trade Bank.** **** The
        information provided to the Trade Bank concerning Borrower's
        business is true and correct.
  2.13  **Environmental
        Matters.** **** Except
        as
        disclosed by Borrower to Trade Bank in writing prior to the Effective Date,
        Borrower (as well as any Subsidiary) is each in compliance in all material
        respects with all applicable Federal or state
        environmental, hazardous waste, health and safety statutes, and any rules
        or
        regulations adopted pursuant thereto, which
        govern or affect any Borrower's or any Subsidiary's operations and/or
        properties, including without limitation, the Comprehensive
        Environmental Response, Compensation and Liability Act of 1980, the Superfund
        Amendments and Reauthorization
        Act of 1986, the Federal Resource Conservation and Recovery Act of 1976,
        the
        Federal Toxic Substances
        Control Act and the California Health and Safety Code, as any of the same
        may be
        amended, modified or supplemented from time to time. None of the operations
        of
        Borrower or of any Subsidiary is the subject of any Federal or state
        investigation evaluating whether any remedial action involving a material
        expenditure is needed to respond to a release
        of any toxic or hazardous waste or substance into the environment.
  Page
            2
  **III.** **CONDITIONS
        TO EXTENDING FACILITIES**
  3.1 **Conditions
        to Initial Credit Extension.** **** The
        obligation of Trade Bank to make the first Credit Extension is subject
        to the fulfillment to Trade Bank's satisfaction of the following
        conditions:
  (a)
              **Approval
                  of Trade Bank Counsel.******All
                  legal matters relating to making the Facility available toBorrower
                  must be satisfactory to counsel for Trade
                  Bank.
  (b)
              **Documentation.******Trade
                  Bank must have received, in form and substance satisfactory to
                  TradeBank,
                  the following documents and instruments duly executed and in full
                  force
                  and effect:
  (1)
              a
                  corporate borrowing resolution and incumbency certificate if Borrower
                  is a
                  corporation,a
                  partnership or joint venture borrowing certificate if Borrower
                  is a
                  partnership or jointventure,
                  and a limited liability company borrowing certificate if Borrower
                  is a
                  limitedliability
                  company;
  (2)
              the
                  Facility Documents for the Facility, including, but not limited
                  to,
                  note(s) ("Notes") forthe
                  Revolving Credit Facility, Trade Bank's standard Commercial Letter
                  of
                  CreditAgreement
                  or Standby Letter of Credit Agreement for any letter of credit
                  Facility;
  (3)
              those
                  guarantees, security agreements, deeds of trust, subordination
                  agreements,intercreditor
                  agreements, factoring agreements, tax service contracts, and otherCollateral
                  Documents required by Trade Bank to evidence the collateral/credit
                  supportspecified
                  in the Supplement;
  (4)
              if
                  an audit or inspection of any books, records or property is specified
                  in
                  the Supplementfor
                  the Facility, an audit or inspection report from Wells Fargo or
                  another
                  auditor orinspector
                  acceptable to Trade Bank reflecting values and property conditions
                  satisfactory to Trade Bank; and
  (5)
              if
                  insurance is required in the Addendum, the insurance policies specified
                  in
                  theAddendum
                  (or other satisfactory proof thereof) from insurers acceptable
                  to Trade
                  Bank.
  3.2 **Conditions
        to Making Each Credit Extension.** **** The
        obligation of Trade Bank to make each Credit Extension is subject to the
        fulfillment to Trade Bank's satisfaction of the following
        conditions:
  (a)
              **Representations
                  and Warranties.******The
                  representations and warranties contained in thisAgreement,
                  the Facility Documents and the Collateral Documents will be true
                  and
                  correct on andas
                  of the date of the Credit Extension with the same effect as though
                  such
                  representations andwarranties
                  had been made on and as of such
                  date;
  (b)
              **Documentation.******Trade
                  Bank must have received, in form and substance satisfactory to
                  TradeBank,
                  the following documents and instruments duly executed and in full
                  force
                  and effect:
  (1)
              if
                  the Credit Extension is the issuance of a Commercial Letter of
                  Credit,
                  Trade Bank'sstandard
                  Application For Commercial Letter of Credit or standard Application
                  andAgreement
                  For Commercial Letter of Credit;
  Page
            3
  (2)
              if
                  the Credit Extension is the issuance of a Standby Letter of Credit,
                  Trade
                  Bank'sstandard
                  Application For Standby Letter of Credit or standard Application
                  and
                  AgreementFor
                  Standby Letter of Credit;
  (3)
              if
                  a Borrowing Base Certificate is required for the Credit Extension,
                  a
                  Borrowing BaseCertificate
                  demonstrating compliance with the requirements for such Credit
                  Extension.
  (c)
              **Fees.**Trade Bank must have received any fees required by the Loan Documents
                  to
                  be paid atthe
                  time such Credit Extension is made.
  **IV.**  **AFFIRMATIVE
        COVENANTS**
  Borrower
        covenants that so long as Trade Bank remains committed to make Credit Extensions
        to Borrower, and until payment of all Obligations and Credit Extensions,
        Borrower will comply with each of the following covenants: (For purposes
        of this
        Article IV, and Article V below, reference to "Borrower" may also extend
        to
        Borrower's subsidiaries, if so specified
        in the Addendum.)
  4.1  **Punctual
        Payments.** **** Punctually
        pay all principal, interest, fees and other Obligations due under this Agreement
        or under any Loan Document at the time and place and in the manner specified
        herein or therein.
  4.2  **Notification
        to Trade Bank.** **** Promptly,
        but in no event more than 5 calendar days after the occurrence of each
        such
        event, provide written notice in reasonable detail of each of the
        following:
  (a)
              **Occurrence
                  of a Default.******The
                  occurrence of any Event of Default or any event which with thegiving
                  of notice or the passage of time or both would constitute an Event
                  of
                  Default;
  (b)
              **Borrower's
                  Trade Names; Place of Business.**Any
                  change of Borrower's (or any Subsidiary's)name,
                  trade name or place of business, or chief executive
                  officer;
  (c)
              **Litigation.**Any
                  action, claim, proceeding, litigation or investigation threatened
                  or
                  instituted by oragainst
                  or affecting Borrower (or any Subsidiary) in any court or before
                  any
                  government authority,administrator
                  or agency which may materially and adversely affect Borrower's
                  (or anySubsidiary's)
                  financial condition or business or Borrower's ability to carry
                  on its
                  business insubstantially
                  the same manner as it is now being
                  conducted;
  (d)
              **Uninsured
                  or Partially Uninsured Loss.**Any
                  uninsured or partially uninsured loss throughliability
                  or property damage or through fire, theft or any other cause affecting
                  Borrower's (or anySubsidiary's)
                  property in excess of the aggregate amount required
                  hereunder;
  (e)
              **Reports
                  Made to Insurance Companies.**Copies
                  of all material reports made to insurancecompanies;
                  and
  (f)
              **ERISA.**The
                  occurrence and nature of any Reportable Event or Prohibited Transaction,
                  each asdefined
                  in ERISA, or any funding deficiency with respect to any
                  Plan.
  4.3  **Books
        and Records.** **** Maintain
        at Borrower's address books and records in accordance with GAAP, and permit
        any representative of Trade Bank, at any reasonable time, to inspect, audit
        and
        examine such books and records, to make copies of them, and to inspect the
        properties of Borrower.
  4.4  **Tax
        Returns and Payments.** **** Timely
        file all tax returns and reports required by foreign, federal state and local
        law, and timely pay all foreign, federal, state and local taxes, assessments,
        deposits and contributions owed by Borrower.
        Borrower may, however, defer payment of any contested taxes, provided that
        Borrower (i) in good faith contests Borrower's obligation to pay the taxes
        by
        appropriate proceedings promptly instituted and diligently conducted, (ii)
        notifies Trade
        Bank in writing of the commencement of, and any material development in,
        the
        proceedings, (iii) posts bonds or takes
        any
        other steps required to keep the contested taxes from becoming a lien upon
        any
        of the Collateral, and (iv)
        makes provision, to Trade Bank's satisfaction, for eventual payment of such
        taxes in the event Borrower is obligated to make
        such
        payment.
  Page
            4
  4.5  **Compliance
        with Laws.** **** Comply
        in
        all material respects with the provisions of all foreign, federal, state
        and local
        laws and regulations relating to Borrower, including, but not limited to,
        those
        relating to Borrower's ownership of real or personal property, the conduct
        and
        licensing of Borrower's business, and health and environmental
        matters.
  4.6  **Taxes
        and Other Liabilities.** **** Pay
        and
        discharge when due any and all indebtedness, obligations, assessments
        and taxes, both real and personal, including without limitation federal and
        state income taxes and state and local
        property taxes and assessments, except (a) such as Borrower may in good faith
        contest or as to which a bona fide dispute
        may arise, and (b) for which Borrower has made provision, to Trade Bank's
        satisfaction, for eventual payment thereof
        in the event that Borrower is obligated to make such payment.
  4.7  **Insurance.** **** Maintain
        and keep in force insurance of the types and in amounts customarily carried
        in
        lines of business similar to that of Borrower, including, but not limited
        to,
        fire, extended coverage, public liability, flood, property damage
        and workers' compensation, with all such insurance to be in amounts satisfactory
        to Trade Bank and to be carried with
        companies approved by Trade Bank before such companies are retained, and
        deliver
        to Trade Bank from time to time
        at
        Trade Bank's request schedules setting forth all insurance then in effect.
        All
        insurance policies shall name Trade Bank as an additional loss payee, and
        shall
        contain a lenders loss payee endorsement in form reasonably acceptable to
        Trade
        Bank. (Upon receipt of the proceeds of any such insurance, Trade Bank shall
        apply such proceeds in reduction of the
        outstanding funded Credit Extensions and shall hold any remaining proceeds
        as
        collateral for the outstanding unfunded
        Credit Extensions, as Trade Bank shall determine in its sole discretion,
        except
        that, provided no Event of Default
        has occurred, Trade Bank shall release to Borrower insurance proceeds with
        respect to equipment totaling less than
        $100,000, which shall be utilized by Borrower for the replacement of the
        equipment with respect to which the insurance
        proceeds were paid, if Trade Bank receives reasonable assurance that the
        insurance proceeds so released will be
        so
        used.) If Borrower fails to provide or pay for any insurance, Trade Bank
        may,
        but is not obligated to, obtain the insurance
        at Borrower's expense.
  4.8  **Further
        Assurances.** **** At
        Trade
        Bank's request and in form and substance satisfactory to Trade Bank, execute
        all documents and take all such actions at Borrower's expense as Trade Bank
        may
        deem reasonably necessary or
        useful
        to perfect and maintain Trade Bank's perfected security interest in the
        Collateral and in order to fully consummate
        all of the transactions contemplated by the Loan Documents.
  **V.** **NEGATIVE
        COVENANTS**
  Borrower
        covenants that so long as Trade Bank remains committed to make any Credit
        Extensions to Borrower and
        until
        all Obligations and Credit Extensions have been paid, Borrower will
        not:
  5.1  **Merge
        or Consolidation, Transfer of Assets.** **** Merge
        into or consolidate with any other entity; make any substantial
        change in the nature of Borrower's business as conducted as of the date hereof;
        acquire all or substantially all of
        the
        assets of any other entity with the exception that Borrower may acquire all
        or
        substantially all of the assets of any other
        entity up to an amount of $3,000,000; nor sell, lease, transfer or otherwise
        dispose of all or a substantial or material portion of Borrower's assets
        except
        in the ordinary course of its business.
  5.2  **Use
        of Proceeds.** **** Borrower
        will not use the proceeds of any Credit Extension except for the purposes,
        if
        any, specified for such Credit Extension in the Supplement covering the Facility
        under which such Credit Extension is made.
  **VI.** **EVENTS
        OF DEFAULT AND REMEDIES**
  6.1 **Events
        of Default.** **** The
        occurrence of any of the following shall constitute an "Event of
        Default":
  (a)
              **Failure
                  to Make Payments When Due.******Borrower's
                  failure to pay principal, interest, fees or other amounts when
                  due under
                  any Loan Document.
  Page
            5
  (b)
                **Failure
                    to Perform Obligations.******Any
                    failure by Borrower to comply with any covenant orobligation
                    in this Agreement or in any Loan Document (other than those referred
                    to in
                    subsection(a)above),
                    and such default shall continue for a period of twenty calendar
                    days from
                    the earlier of(i)
                    Borrower's failure to notify Trade Bank of such Event of Default
                    pursuant
                    to Section 4.2(a)above,
                    or (ii) Trade Bank's notice to Borrower of such Event of
                    Default.
  (c)
                **Untrue
                    or Misleading Warranty or Statement.******Any
                    warranty, representation, financialstatement,
                    report or certificate made or delivered by Borrower under any
                    Loan
                    Document isuntrue
                    or misleading in any material respect when made or
                    delivered.
  (d)
                **Defaults
                    Under Other Loan Documents.******Any
                    "Event of Default" occurs under any other LoanDocument;
                    any Guaranty is no longer in full force and effect (or any claim
                    thereof
                    made byGuarantor)
                    or any failure of a Guarantor to comply with the provisions thereof;
                    or
                    any breach ofthe
                    provisions of any Subordination Agreement or Intercreditor Agreement
                    by
                    any party otherthan
                    the Trade Bank.
  (e)
                **Defaults
                    Under Other Agreements or Instruments.******Any
                    default in the payment or performanceof
                    any obligation, or the occurrence of any event of default, under
                    the terms
                    of any otheragreement
                    or instrument pursuant to which Borrower, any Subsidiary or any
                    Guarantor
                    or general partner of Borrower has incurred any debt or other
                    material
                    liability to any person or entity.
  (f)
                **Concealing
                    or Transferring Property.******Borrower
                    conceals, removes or transfers any part of itsproperty
                    with intent to hinder, delay or defraud its creditors, or makes
                    or suffers
                    any transfer ofany
                    of its property which may be fraudulent under any bankruptcy,
                    fraudulent
                    conveyance orsimilar
                    law.
  (g)
                **Judgments
                    and Levies Against Borrower.******The
                    filing of a notice of judgment lien againstBorrower,
                    or the recording of any abstract of judgment against Borrower,
                    in any
                    county in whichBorrower
                    has an interest in real property, or the service of a notice
                    of levy
                    and/or of a writ ofattachment
                    or execution, or other like process, against the assets of Borrower,
                    or
                    the entry of ajudgment
                    against Borrower.
  (h)
                **Event
                    or Condition Impairing Payment or Performance.******Any
                    event occurs or condition ariseswhich
                    Trade Bank in good faith believes impairs or is substantially
                    likely to
                    impair the prospect of payment or performance by Borrower of
                    the
                    Obligations, including, but not limited to any material adverse
                    change in
                    Borrower's financial condition, business or
                    prospects.
  (i)
                **Voluntary
                    Insolvency.******Borrower,
                    any Subsidiary or any Guarantor (i) becomes insolvent,(ii)
                    suffers or consents to or applies for the appointment of a receiver,
                    trustee, custodian orliquidator
                    of itself or any of its property, (iii) generally fails to pay
                    its debts
                    as they become due,(iv)
                    makes a general assignment for the benefit of creditors, or (v)
                    files a
                    voluntary petition in bankruptcy, or seeks reorganization, in
                    order to
                    effect a plan or other arrangement with creditorsor
                    any other relief under the Bankruptcy Reform Act, Title 11 of
                    the United
                    States Code, asamended
                    or recodified from time to time ("Bankruptcy Code"), or under
                    any state or
                    Federal law granting relief to debtors, whether now or hereafter
                    in
                    effect.
  (j)
                **Involuntary
                    Insolvency.**Any
                    involuntary petition or proceeding pursuant to the Bankruptcy
                    Codeor
                    any other applicable state or federal law relating to bankruptcy,
                    reorganization or other relief fordebtors
                    is filed or commenced against Borrower, any Subsidiary or Guarantor,
                    or an
                    order for relief is entered against it by any court of competent
                    jurisdiction under the Bankruptcy Code orany
                    other applicable state or federal law relating to bankruptcy,
                    reorganization or other relief fordebtors.
  6.2 **Remedies.** **** Upon
        the
        occurrence of any Event of Default, or at any time thereafter, Trade Bank,
        at
        its option, and
        without notice or demand of any kind (all of which are hereby expressly waived
        by Borrower), may do any one or more
        of
        the following: (a) terminate Trade Bank's obligation to make Credit Extensions
        or to make available to Borrower the
        Facility or other financial accommodations; (b) accelerate and declare all
        or
        any part of the Obligations to be immediately
        due, payable, and performable, notwithstanding any deferred or installment
        payments allowed by any instrument
        evidencing or relating to any Credit Extension; and/or (c) exercise all its
        rights, powers and remedies available under
        the
        Loan Documents, or accorded by law, including, but not limited to, the right
        to
        resort to any or all Collateral or other security for any of the Obligations
        and
        to exercise any or all of the rights of a beneficiary or secured party pursuant
        to applicable law. Notwithstanding the provisions in the foregoing sentence,
        if
        any Event of Default set out in subsections (i) and (j) of Section 6.1 above
        shall occur, then all the remedies specified in the preceding sentence shall
        automatically take
        effect without notice or demand of any kind (all of which are hereby expressly
        waived by Borrower) with respect to any
        and
        all Obligations. All rights, powers and remedies of Trade Bank may be exercised
        at any time by Trade Bank and from time to time after the occurrence of an
        Event
        of Default, are cumulative and not exclusive, and shall be in addition to
        any
        other rights, powers or remedies provided by law or equity.
  Page
            6
  **VII.** **GENERAL
        PROVISIONS**
  7.1  **Notices.** **** All
        notices to be given under this Agreement shall be in writing and shall be
        given
        personally or by regular
        first-class mail, by certified mail return receipt requested, by a private
        delivery service which obtains a signed receipt,
        or by facsimile transmission addressed to Trade Bank or Borrower at the address
        indicated after their signature to this
        Agreement, or at any other address designated in writing by one party to
        the
        other party. Trade Bank is hereby authorized
        by Borrower to act on such instructions or notices sent by facsimile
        transmission or telecommunications device which
        Trade Bank believes come from Borrower. All notices shall be deemed to have
        been
        given upon delivery, in the case
        of
        notices personally delivered or delivered by private delivery service, upon
        the
        expiration of 3 calendar days following
        the deposit of the notices in the United States mail, in the case of notices
        deposited in the United States mail with
        postage prepaid, or upon receipt, in the case of notices sent by facsimile
        transmission.
  7.2  **Waivers.** **** No
        delay
        or failure of Trade Bank in exercising any right, power or remedy under any
        of
        the Loan Documents
        shall affect or operate as a waiver of such right, power or remedy; nor shall
        any single or partial exercise of any such right, power or remedy preclude,
        waive or otherwise affect any other or further exercise thereof or the exercise
        of any other right, power or remedy. Any waiver, consent or approval by Trade
        Bank under any of the Loan Documents must
        be
        in writing and shall be effective only to the extent set out in such
        writing.
  7.3  **Benefit
        of Agreement.** **** The
        provisions of the Loan Documents shall be binding upon and inure to the benefit of
        the
        respective successors, assigns, heirs, executors, administrators, beneficiaries
        and legal representatives of Borrower
        and Trade Bank; provided, however, that Borrower may not assign or transfer
        any
        of its rights under any Loan Document without the prior written consent of
        Trade
        Bank, and any prohibited assignment shall be void. No consent by Trade
        Bank to any assignment shall release Borrower from its liability for the
        Obligations unless such release is specifically
        given by Trade Bank to Borrower in writing. Trade Bank reserves the right
        to
        sell, assign, transfer, negotiate or grant
        participations in all or any part of, or any interest in, Trade Bank's rights
        and benefits under each of the Loan Documents.
        In connection therewith, Trade Bank may disclose any information relating
        to the
        Facility, Borrower or its business,
        or any Guarantor or its business.
  7.4  **Joint
        and Several Liability.** **** If
        Borrower consists of more than one person or entity, the liability of each
        of them
        shall be joint and several, and the compromise of any claim with, or the
        release
        of, any one such Borrower shall not constitute a compromise with, or a release
        of, any other such Borrower.
  7.5  **No
        Third Party Beneficiaries.** **** This
        Agreement is made and entered into for the sole protection and benefit of Borrower
        and Trade Bank and their respective permitted successors and assigns, and
        no
        other person or entity shall be a third
        party beneficiary of, or have any direct or indirect cause of action or claim
        in
        connection with, any of the Loan Documents
        to which it is not a party.
  7.6  **Governing
        Law and Jurisdiction.** **** This
        Agreement shall, unless provided differently in any Loan Document, be
        governed by, and be construed in accordance with, the internal laws of the
        State
        of California, except to the extent Trade
        Bank has greater rights or remedies under federal law whether as a national
        bank
        or otherwise. Borrower and Trade
        Bank (a) agree that all actions and proceedings relating directly or indirectly
        to this Agreement shall be litigated in courts located within California;
        (b)
        consent to the jurisdiction of any such court and consent to service of process
        in any such
        action or proceeding by personal delivery or any other method permitted by
        law;
        and (c) waive any and all rights Borrower
        may have to object to the jurisdiction of any such court or to transfer or
        change the venue of any such action or proceeding.
  Page
            7
  7.7  **Mutual
        Waiver of Jury Trial.** **** Borrower
        and Trade Bank each hereby waive the right to trial by jury in any action
        or
        proceeding based upon, arising out of, or in any way relating to, (a) any
        Loan
        Document, (b) any other present or future
        agreement, instrument or document between Trade Bank and Borrower, or (c)
        any
        conduct, act or omission of Trade
        Bank or Borrower or any of their directors, officers, employees, agents,
        attorneys or any other persons or entities affiliated
        with Trade Bank or Borrower, which waiver will apply in all of the mentioned
        cases whether the case is a contract or
        tori
        case or any other case. Borrower represents and warrants that no officer,
        representative or agent of Trade Bank has
        represented, expressly or otherwise, that Trade Bank would not seek to enforce
        this waiver of jury trial.
  7.8  **Severability.** **** Should
        any provision of any Loan Document be prohibited by, or invalid under applicable
        law, or held
        by
        any court of competent jurisdiction to be void or unenforceable, such defect
        shall not affect, the validity of the other
        provisions of the Loan Documents.
  7.9  **Entire
        Agreement: Amendments.** **** This
        Agreement and the other Loan Documents are the final, entire and complete
        agreement between Borrower and Trade Bank concerning the Credit Extensions
        and
        the Facility; supersede all prior
        and
        contemporaneous negotiations and oral representations and agreements. There
        are
        no oral understandings, representations
        or agreements between the parties concerning the Credit Extensions or the
        Facility which are not set forth in
        the
        Loan Documents. This Agreement and the Supplement may not be waived, amended
        or
        superseded except in a writing
        executed by Borrower and Trade Bank.
  7.10**** **Collection
        of Payments.**  Unless
        otherwise specified in any Loan Document, other than this Agreement or
        any
        Note, all principal, interest and any fees due to Trade Bank by Borrower
        under
        this Agreement, the Addendum, any Supplement, any Facility Document, any
        Collateral Document or any Note, will be paid by Trade Bank having Wells
        Fargo debit
        any
        of Borrower's accounts with Wells Fargo and forwarding such amount debited
        to
        Trade Bank, without presentment,
        protest, demand for reimbursement or payment, notice of dishonor or any other
        notice whatsoever, all of which
        are
        hereby expressly waived by Borrower. Such debit will be made at the time
        principal, interest or any fee is due to Trade
        Bank pursuant to this Agreement, the Addendum, any Supplement, any Facility
        Document, any Collateral Document
        or any Note.
  7.11**** **Costs.
        Expenses and Attorneys' Fees.**  Borrower
        will reimburse Trade Bank for all costs and expenses, including, but not
        limited
        to, reasonable attorneys' fees and expenses (which counsel may be Trade Bank
        or
        Wells Fargo employees),
        expended or incurred by Trade Bank in the preparation and negotiation of
        this
        Agreement, the Notes, the Collateral
        Documents, the Addendum, and the Facility Documents, in amending this Agreement,
        the Collateral Documents,
        the Notes, the Addendum, or the Facility Documents, in collecting any sum
        which
        becomes due Trade Bank on
        the
        Notes, under this Agreement, the Collateral Documents, the Addendum, the
        Supplement, or any of the Facility Documents,
        in the protection, perfection, preservation and enforcement of any and all
        rights of Trade Bank in connection with
        this
        Agreement, the Notes, any of the Collateral Documents, the Supplement, any
        of
        the Addendum, or any of the Facility
        Documents, including, without limitation, the fees and costs incurred in
        any
        out-of-court work out or a bankruptcy or reorganization proceeding.
  **VIII.** **DEFINITIONS**
  8.1  **"Agreement"** means
        this Agreement and the Addendum attached hereto, as corrected or modified
        from
        time to time by Trade Bank and Borrower.
  8.2  **"Banking
        Day"** means
        each day except Saturday, Sunday and a day specified as a holiday by federal
        or California
        statute.
  8.3  **"Closing
        Date"** means
        the
        date on which the first Credit Extension is made.
  8.4  **"Collateral"** means
        all
        property securing the Obligations.
  8.5  **"Collateral
        Documents"** **** means
        those security agreement(s), deed(s) of trust, guarantee(s), subordination agreement(s),
        intercreditor agreement(s), and other credit support documents and instruments
        required by the Trade Bank
        to
        effect the collateral and credit support requirements set forth in the
        Supplement with respect to the Facility.
  Page
            8
  8.6  **"Credit
        Extension"** **** means
        each extension of credit under the Facility (whether funded or unfunded), including,
        but not limited to, (a) the issuance of sight or usance commercial letters
        of
        credit or commercial letters of credit supported
        by back-up letters of credit, (b) the issuance of standby letters of credit,
        (c)
        the issuance of shipping guarantees,
        (d) the making of revolving credit working capital loans, (e) the making
        of
        loans against imports for letters of credit,
        (f) the making of clean import loans outside letters of credit, (g) the making
        of advances against export orders, (h)
        the
        making of advances against export letters of credit, (i) the making of advances
        against outgoing collections, (j) the making of term loans, and (k) the entry
        into foreign exchange contracts.
  8.7  **"** **Credit
        Limit** **"** means,
        with respect to the any Facility, the amount specified under the column labeled
        "Credit Limit" in the Supplement for that related Facility.
  8.8  **"** **Dollars** **"** and **"** **$** **"** means
        United States dollars.
  8.9  **"Facility
        Documents"** **** means,
        with respect to the Facility, those documents specified in the Supplement
        for
        the Facility, and any other documents customarily required by Trade Bank
        for
        said Facility.
  8.10  " **GAAP** "
        means
        generally accepted accounting principles, which are applicable to the
        circumstances, as of
        the
        date of determination, set out in the opinions and pronouncements of the
        Accounting Principles Board and the American
        Institute of Certified Public Accountants and in the statements and
        pronouncements of the Financial Accounting Standards
        Board or in such other statements by such other entity as may be approved
        by a
        significant segment of the accounting
        profession.
  8.11  **"Loan
        Documents"** **** means
        this Agreement, the Addendum, the Supplement, the Facility Documents and
        the
        Collateral Documents.
  8.12  **"** **Note** **"** has
        the
        meaning specified in Section 3.1(b)(2) above.
  8.13  **"** **Obligations** **"** means
        (a)
        the obligation of Borrower to pay principal, interest and fees on all funded Credit
        Extensions and fees on all unfunded Credit Extensions, and (b) the obligation
        of
        Borrower to pay and perform when due
        all
        other indebtedness, liabilities, obligations and covenants required under
        the
        Loan Documents.
  8.14  **"** **Person** **"** means
        and
        includes natural persons, corporations, limited partnerships, general
        partnerships, joint
        stock companies, joint ventures, associations, companies, trusts, banks,
        trust
        companies, land trusts, business trusts or other organizations, whether or
        not
        legal entities, and governments and agencies and political subdivisions
        thereof.
  8.15  **"** **Prime
        Rate** **"** means
        the
        rate most recently announced by Wells Fargo at its principal office in San Francisco,
        California as its "Prime Rate", with the understanding that the Prime Rate
        is
        one of Wells Fargo's base rates and
        serves as the basis upon which effective rates of interest are calculated
        for
        those loans making reference thereto, and is
        evidenced by the recording thereof after its announcement in such internal
        publication or publications as Wells Fargo may
        designate. Any change in an interest rate resulting from a change in the
        Prime
        Rate shall become effective as of 12:01
        a.m. of the Banking Day on which each change in the Prime Rate is announced
        by
        Wells Fargo.
  8.16  **"** **Subsidiary** **"** means
        (i)
        any corporation at least the majority of whose securities having ordinary
        voting power
        for
        the election of directors (other than securities having such power only by
        reason of the happening of a contingency)
        are at the time owned by Borrower and/or one or more Subsidiaries, and (ii)
        any
        joint venture or partnership in which Borrower and/or one or more Subsidiaries
        has a majority interest.
  8.17  **"** **Wells
        Fargo** **"** means
        Wells Fargo Bank, N.A.
  **IX.
        ARBITRATION**
  9.1 **Arbitration.** **** The
        parties hereto agree, upon demand by any party, to submit to binding arbitration
        all claims,
        disputes and controversies between or among them (and their respective
        employees, officers, directors, attorneys, and other agents), whether in
        tort,
        contract or otherwise arising out of or relating to in any way (i) the loan
        and
        related loan and
        security documents which are the subject of this Agreement and its negotiation,
        execution, collateralization, administration,
        repayment, modification, extension, substitution, formation, inducement,
        enforcement, default or termination;
        or (ii) requests for additional credit.
  Page
            9
  9.2  **Governing
        Rules.** **** Any
        arbitration proceeding will (i) proceed in a location in California selected
        by
        the American
        Arbitration Association ("AAA"); (ii) be governed by the Federal Arbitration
        Act
        (Title 9 of the United States Code),
        notwithstanding any conflicting choice of law provision in any of the documents
        between the parties; and (iii) be conducted
        by the AAA, or such other administrator as the parties shall mutually agree
        upon, in accordance with the AAA's commercial dispute resolution procedures,
        unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest,
        arbitration fees and costs in which case the arbitration shall be conducted
        in
        accordance with the AAA's optional procedures
        for large, complex commercial disputes (the commercial dispute resolution
        procedures or the optional procedures
        for large, complex commercial disputes to be referred to, as applicable,
        as the
        "Rules"). If there is any inconsistency
        between the terms hereof and the Rules, the terms and procedures set forth
        herein shall control. Any party who
        fails
        or refuses to submit to arbitration following a demand by any other party
        shall
        bear all costs and expenses incurred
        by such other party in compelling arbitration of any dispute. Nothing contained
        herein shall be deemed to be a waiver
        by
        any party that is a bank of the protections afforded to it under 12 U.S.C.
§91
        or any similar applicable state law.
  9.3  **No
        Waiver of Provisional Remedies, Self-Help and
        Foreclosure.** **** The
        arbitration requirement does not limit
        the
        right of any party to (i) foreclose against real or personal property
        collateral; (ii) exercise self-help remedies relating
        to collateral or proceeds of collateral such as setoff or repossession; or
        (iii)
        obtain provisional or ancillary remedies
        such as replevin, injunctive relief, attachment or the appointment of a
        receiver, before during or after the pendency
        of any arbitration proceeding. This exclusion does not constitute a waiver
        of
        the right or obligation of any party to
        submit
        any dispute to arbitration or reference hereunder, including those arising
        from
        the exercise of the actions detailed
        in sections (i), (ii) and (iii) of this paragraph.
  9.4  **Arbitrator
        Qualifications and Powers.** **** Any
        arbitration proceeding in which the amount in controversy is $5,000,000.00
        or less will be decided by a single arbitrator selected according to the
        Rules,
        and who shall not render an award of greater than $5,000,000.00. Any dispute
        in
        which the amount in controversy exceeds $5,000,000.00 shall be decided
        by majority vote of a panel of three arbitrators; provided however, that
        all
        three arbitrators must actively participate
        in all hearings and deliberations. The arbitrator will be a neutral attorney
        licensed in the State of California or a neutral retired judge of the state
        or
        federal judiciary of California, in either case with a minimum of ten years
        experience in the
        substantive law applicable to the subject matter of the dispute to be
        arbitrated. The arbitrator will determine whether or not an issue is
        arbitratable and will give effect to the statutes of limitation in determining
        any claim. In any arbitration proceeding the arbitrator will decide (by
        documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions
        which are similar to motions to dismiss for failure to state a claim or motions
        for summary adjudication. The arbitrator
        shall resolve all disputes in accordance with the substantive law of California
        and may grant any remedy or relief that
        a
        court of such state could order or grant within the scope hereof and such
        ancillary relief as is necessary to make effective
        any award. The arbitrator shall also have the power to award recovery of
        all
        costs and fees, to impose sanctions and
        to
        take such other action as the arbitrator deems necessary to the same extent
        a
        judge could pursuant to the Federal Rules
        of
        Civil Procedure, the California Rules of Civil Procedure or other applicable
        law. Judgment upon the award rendered
        by the arbitrator may be entered in any court having jurisdiction. The
        institution and maintenance of an action for
        judicial relief or pursuit of a provisional or ancillary remedy shall not
        constitute a waiver of the right of any party, including
        the plaintiff, to submit the controversy or claim to arbitration if any other
        party contests such action for judicial relief.
  9.5  **Discovery.** **** In
        any
        arbitration proceeding discovery will be permitted in accordance with the
        Rules
        All discovery shall be expressly limited to matters directly relevant to
        the
        dispute being arbitrated and must be completed no later than 20 days before
        the
        hearing date and within 180 days of the filing of the dispute with the AAA.
        Any
        requests for an
        extension of the discovery periods, or any discovery disputes, will be subject
        to final determination by the arbitrator upon
        a
        showing that the request for discovery is essential for the party's presentation
        and that no alternative means for obtaining
        information is available.
  9.6  **Class
        Proceedings and Consolidations.** **** The
        resolution of any dispute arising pursuant to the terms of this Agreement
        shall
        be determined by a separate arbitration proceeding and such dispute shall
        not be
        consolidated with other
        disputes or included in any class proceeding.
  9.7  **Payment
        Of Arbitration Costs And Fees.** **** The
        arbitrator shall award all costs and expenses of the arbitration
        proceeding.
  Page
            10
  9.8  **Real
        Property Collateral; Judicial Reference.** **** Notwithstanding
        anything herein to the contrary, no dispute
        shall be submitted to arbitration if the dispute concerns indebtedness secured
        directly or indirectly, in whole or in part,
        by
        any real property unless (i) the holder of the mortgage, lien or security
        interest specifically elects in writing to proceed
        with the arbitration, or (ii) all parties to the arbitration waive any rights
        or
        benefits that might accrue to them by virtue
        of
        the single action rule statute of California, thereby agreeing that all
        indebtedness and obligations of the parties, and
        all
        mortgages, liens and security interests securing such indebtedness and
        obligations, shall remain fully valid and enforceable.
        If any such dispute is not submitted to arbitration, the dispute shall be
        referred to a referee in accordance with
        California Code of Civil Procedure Section 638 et seq., and this general
        reference agreement is intended to be specifically
        enforceable in accordance with said Section 638. A referee with the
        qualifications required herein for arbitrators
        shall be selected pursuant to the AAA's selection procedures. Judgment upon
        the
        decision rendered by a referee shall be entered in the court in which such
        proceeding was commenced in accordance with California Code of Civil
        Procedure Sections 644 and 645.
  9.9  **Miscellaneous.** **** To
        the
        maximum extent practicable, the AAA, the arbitrators and the parties shall
        take
        all action required to conclude any arbitration proceeding within 180 days
        of
        the filing of the dispute with the AAA. No arbitrator
        or other party to an arbitration proceeding may disclose the existence, content
        or results thereof, except for disclosures
        of information by a party required in the ordinary course of its business
        or by
        applicable law or regulation. If more
        than
        one agreement for arbitration by or between the parties potentially applies
        to a
        dispute, the arbitration provision most
        directly related to the documents between the parties or the subject matter
        of
        the dispute shall control. This Agreement
        may be amended or modified only in writing signed by each party hereto. If
        any
        provision of this Agreement shall
        be
        held to be prohibited by or invalid under applicable law such provision shall
        be
        ineffective only to the extent of such
        prohibition or invalidity, without invalidating the remainder of such provision
        or any remaining provisions of this Agreement.
        This arbitration provision shall survive termination, amendment or expiration
        of
        any of the documents or any relationship between the parties.
  Borrower
        and Trade Bank have caused this Agreement to be executed by their duly
        authorized officers or representatives
        on the date first written above.
  "BORROWER"
 SOUTHWALL
        TECHNOLOGIES INC.
 
 By:
        /s/ S Kamenski
 Title:
        Vice President of Finance
 
 Borrower's
        Address:
 3975
        East
        Bayshore Road
 Palo
        Alto, CA 94303
  "LENDER"
  WELLS
        FARGO HSBC TRADE BANK,
 NATIONAL
        ASSOCIATION
 
 By:
        /s/ Felynn Haberecht
 Felynn
        Haberecht
 Title
        Vice President
  Lender's
        Address:
 1
        Front
        Street, 21st Floor
 San
        Francisco, CA 94111
  Page
            11
  **EXHIBIT
        A**
 **WELLS
                  FARGO HSBC TRADE BANK**
              **ADDENDUM
                  TO CREDIT AGREEMENT**
  *THIS
        ADDENDUM IS ATTACHED TO THE CREDIT AGREEMENT ("CREDIT AGREEMENT") BETWEEN* *WELLS
        FARGO HSBC TRADE BANK AND THE FOLLOWING BORROWER:*
  **NAME
        OF BORROWER:** SOUTHWALL
        TECHNOLOGIES INC.
  **ADDITIONAL
        AFFIRMATIVE COVENANTS**
  The
        following covenants are part of Article IV of the Credit Agreement:
  **REPORTS**.
        Borrower will furnish the following information or deliver the following
        reports
        to Trade Bank at the times indicated
        below:
  **•**
              **Annual
                  Financial Statements:**Not
                  later than one hundred five (105) calendar days after and as of
                  the end of
                  each of Borrower's fiscal years, copies of the 10-K report filed
                  with the
                  Securities Exchange Commission, to include an annualunqualified
                  audited financial statement of Borrower, prepared by a certified
                  public
                  accountant acceptable to TradeBank
                  and prepared in accordance with GAAP, to include balance sheet,
                  income
                  statement, statement of cash flow,auditor's
                  report, and footnotes.
  **•**
              **Quarterly
                  Financial Statements:**Not
                  later than sixty (60) calendar days after and as of the end of
                  each of
                  Borrower'sfiscal
                  quarters, copies of the 10-Q report filed with the Securities Exchange
                  Commission, prepared by a certifiedpublic
                  accountant acceptable to Trade Bank and prepared in accordance
                  with GAAP,
                  to include balance sheet,income
                  statement and statement of cash
                  flow.
   **BY
        SIGNING HERE BORROWER AGREES TO THE DESIGNATED PROVISIONS IN THIS
        ADDENDUM:**
  SOUTHWALL
        TECHNOLOGIES INC.
  By:
        /s/ S Kamenski
 Title:
        Vice President of Finance
  Page
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  **EXHIBIT
        B**
 **WELLS
                  FARGO HSBC TRADE BANK**
              **REVOLVING
                  CREDIT FACILITY SUPPLEMENT**
  *THIS
        SUPPLEMENT IS AN INTEGRAL PART OF THE CREDIT AGREEMENT BETWEEN WELLS FARGO
        HSBC* *TRADE
        BANK AND THE FOLLOWING BORROWER:*
  **NAME
        OF BORROWER:** **** SOUTHWALL
        TECHNOLOGIES INC.
  **CREDIT
        LIMIT FOR THIS REVOLVING CREDIT LOAN FACILITY:** **** Credit
        Limit: $3,000,000 (subject to dollar limitations in
        Section 1.2 of Agreement)
  **FACILITY
        DESCRIPTION:** **** Trade
        Bank will make the Revolving Credit Facility available to finance Borrower's
        working capital.
        The Revolving Credit Facility may be supported by (i) a standby letter of
        credit
        in favor of Trade Bank, (ii) a guarantee
        or (iii) accounts receivable, inventory or other collateral. Revolving Credit
        Loans cannot be used to repay outstanding
        Revolving Credit Loans or Term Loans that have matured or to repay amounts
        due
        under any other Facilities provided
        to Borrower.
  **FACILITY
        DOCUMENTS:**
  **•**
              **Revolving
                  Credit Loans Note:**The
                  term and prepayment conditions of the Loans under Revolving Credit
                  Facility are set forth in Revolving Credit Loans
                  Note.
  **INTEREST
        RATES:**
  **•**
              **Loans
                  under Revolving Credit Facility:**All
                  outstanding Loans under Revolving Credit Facility will bear interest
                  atthe
                  following rate at the Borrower's
                  option:
  **Prime
        Rate:** The
        Prime
        Rate minus 1.75% per annum.
 **Other
        Rate:** LIBOR
        plus 1% per annum.
  **Interest
        Payment Dates:** Interest
        on all outstanding Loans under Revolving Credit Facility will be paid at
        least once
        each
        month on the first day of the month.
  **FEES:**
  **•**
              **Facilities
                  Fee:**Borrower
                  will pay the following Facilities Fee to Trade Bank before any
                  Facility,
                  including this Facility,is
                  made available to Borrower: $10,000
                  FQH
  **COLLATERAL:** **** See
        Exhibit C - Collateral/Credit Support Document.
  **BY
        INITIALING HERE BORROWER AGREES TO ALL THE TERMS OF THIS
        SUPPLEMENT:**/s/ SK
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  **EXHIBIT
        C**
 **WELLS
                  FARGO HSBC TRADE BANK**
              **COLLATERAL/CREDIT
                  SUPPORT DOCUMENT**
  **Standby
        Letter of Credit in Favor of Trade Bank:** Deutsche
        Bank Trust Co. Americas will issue its standby letter of credit in favor
        of
        Trade Bank in the amount of $3,000,000, in form and substance reasonably
        satisfactory to Trade Bank.
  **BY
        INITIALING HERE BORROWER AGREES TO ALL THE TERMS OF THIS
        EXHIBIT:**  /s/
        SK
   Page
        1 of
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