Exhibit 10.139

THIRD AMENDMENT TO DOMESTIC FACTORING AGREEMENT

	This Third Amendment to Domestic Factoring Agreement("Amendment") made as of April 29, 2004 by and between Pacific Business Funding,a division of Greater Bay Bank N.A. successor to Cupertino National Bank("Purchaser" or "PBF") and Southwall Technologies Inc., a Delaware corporation("Seller"). 

RECITALS

Seller was and is a Delaware corporation 

Purchaser's business includes extensions of credit in theform of factoring of accounts receivable. On or about May 16, 2003, Purchaseragreed to factor accounts of Seller pursuant to certain written agreementsbetween the parties. From time to time thereafter, Purchaser advanced moneys toSeller in various amounts and under certain terms and conditions ("Advances").Said advances were made pursuant to the certain instruments, documents andagreements executed and delivered to Purchaser by Seller, including thefollowing:

That certain DOMESTIC FACTORING AGREEMENT dated May 16,2003, together with all exhibits and schedules thereto, including withoutlimitation that certain written SCHEDULE 1 TO DOMESTIC FACTORING AGREEMENT,together with that certain written Amendment to the Domestic Factoring datedJune 16, 2003, and that certain written AMENDMENT TO DOMESTIC FACTORINGAGREEMENT executed in October 2003 (collectively the "Domestic FactoringAgreement"). 

That certain EXPORT-IMPORT BANK FACTORING AGREEMENT datedMay 16, 2003, together with all exhibits and schedules thereto including withoutlimitation that certain written SCHEDULE 1 TO EXPORT-IMPORT BANK FACTORINGAGREEMENT, together with that certain written Amendment to the Export-ImportFactoring Agreement dated June 16, 2003 (collectively the "Ex-Im FactoringAgreement").

That certain written Intellectual Property SecurityAgreement dated May 16, 2003 (the "IP Security Agreement"). 

That certain UCC Financing Statement, which FinancingStatement was filed on or about July 30, 2001 in the records of the State ofDelaware as Instrument No. 1082062-6 ("DE-UCC").

That certain assignment document recorded January 17,2001 at Reel No 011461 and Frame No. 0892, in the United States Patent andTrademark Office ("PTO Recordation").

That certain written Export Import Bank of the UnitedStates Working Capital Guarantee Program Seller Agreement; and 

Other Related Documents.

As of April 29, 2004, the outstanding Accounts in respectto the obligations of Seller to Purchaser under the Domestic Factoring Agreementwas $1,476,177.21
**plus attorneys fees incurred by Purchaser inconnection with Seller's default under the Factoring Documents.****Asof April 29, 2004, the outstanding Accounts in respect to the obligations ofSeller to Purchaser under the Ex-Im Factoring Agreement was negative$1,211.22,****plus attorneys fees incurred by Purchaser in connectionwith Seller's default under the Factoring Documents.****
To secure Seller's obligations to Purchaser,Seller has granted to Purchaser a security interest in certain of Seller'sassets (the "Collateral") pursuant to the Domestic Factoring Agreement and theIP Security Agreement (collectively, the "Security Agreement") which wasperfected by the filing of (i) the DE-UCC and (ii) the PTO Recordation. Pursuantto the Security Agreement, the DE-UCC and the PTO Recordation, Purchaser has avalid, perfected lien of first priority upon the Collateral. 

Purchaser and Seller are parties to that certainForebearance Agreement dated as of December 18, 2003 (the "ForbearanceAgreement"). By their terms, the Domestic Factoring Agreement, the Ex-ImFactoring Agreement and the Forbearance Agreement terminate on May 5, 2004. Theparties hereto acknowledge their intent to allow the Forbearance Agreement toterminate by its terms on May 5, 2004, and to the extent, if any, they continueto exist waive the Defaults set forth in the Forbearance Agreement, to terminatethe Ex-Im Agreement and to amend the Domestic Factoring Agreement.

This Amendment, the Domestic Factoring Agreement, theSecurity Agreement, the DE-UCC, and the PTO Recordation together with any otherdocuments executed by or among the parties in connection with the Advances, andany and all amendments and modifications thereto shall be collectivelyhereinafter referred to as the "Factoring Documents."

Seller requests that Purchaser increase the factoringfacility, and amend and/or add certain provisions. Seller has assured Purchaserthat Seller shall perform in accordance with this Amendment and the otherFactoring Documents. Although Purchaser is under no obligation to do so,Purchaser is willing to make the requested amendments to the Domestic FactoringAgreement on the terms and conditions set forth in the Domestic FactoringAgreement and this Amendment, provided all security interests and liens underthe Domestic Factoring Agreement and other Factoring Documents shall continue toexist and remain in full force and effect.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and forother valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

Definitions
. Capitalized terms not otherwisedefined in this Amendment shall have the meaning set forth in the FactoringDocuments.

Acknowledgment.
 Seller acknowledges the truth andaccuracy of each of the facts and legal relations contained in the Recitals tothis Amendment. Seller further acknowledges that Purchaser has no obligation toSeller to purchase Accounts under the Domestic Factoring Agreement but continuesto have the right to purchase Accounts in Purchaser's sole discretion inaccordance with the terms of the Domestic Factoring Agreement.

Amendment to Domestic Factoring Agreement
. TheDomestic Factoring Agreement is hereby amended as follows.

3.1   The last sentence of Section 1.1 of the DomesticFactoring Agreement is deleted and replaced with the following: 

"In addition, Seller shall deliver to Purchaser any othersupporting documentation with respect to such Accounts, including all invoices,purchase orders, signed contracts, delivery receipts, time cards and otherdocuments as reasonably requested by Purchaser. At no time during the term ofthis Agreement will Saint-Gobain Accounts exceed twenty-five percent (25%) ofthe Maximum Commitment."

3.2   Section 6.1(E) of the Domestic Factoring Agreement isdeleted and replaced with the following: 

"(E) All documents, cash, deposit accounts, securities (butas to wholly owned foreign subsidiaries of Seller, only sixty-six and six tenthspercent (66.6%) of the securities of such a subsidiary) securities entitlements,securities accounts, investment property, financial assets, letters of credit,letter-of-credit rights, supporting obligations, certificates of deposit,instruments and chattel paper now owned or hereafter acquired and Seller's booksrelating to the foregoing;"

3.3   Section 6.6 of the Domestic Factoring Agreement isdeleted and replaced with the following: 

"6.6 **Banking Relationship.** Seller shall at all timesmaintain its banking relationship (to include Seller's general checking account,payroll accounts and other deposit accounts) with a member bank of Greater BayBank N.A. and, on the date of this Domestic Factoring Agreement, all depositaccounts of Seller are located with a member bank of Greater Bay Bank N.A.Seller shall use the services of Purchaser's International Department asrequested from time to time by Purchaser, in order to offset exchange rate risksassociated with billing in EUROs."

3.4   Section 10 of the Domestic Factoring Agreement is deletedand replaced with the following: 

"10. **Term and Termination**. This Domestic Agreementshall automatically terminate on May 5, 2005 ("Termination Date"). Seller andPurchaser shall each have the right to terminate this Domestic Agreement at anytime provided that if Purchaser terminates this Domestic Agreement within thefirst six months from May 5, 2004, the Commitment Fee shall be prorated on aweekly basis. Notwithstanding the foregoing, any termination of this DomesticAgreement shall not affect Purchaser's security interest in the Collateral andPurchaser's ownership of the Purchased Accounts, and this Domestic Agreementshall continue to be effective, and Purchaser's rights and remedies hereundershall survive such termination until all transactions entered into andObligations incurred hereunder or in connection therewith have been completedand satisfied in full."

3.5   Section 1 of Schedule 1 to the Domestic FactoringAgreement ("Schedule 1") is deleted and replaced with the following: 

"1. ADVANCE AND RESERVE.

**Advance Rate:
Percentage of face amount of the Accounts for Advance:Seventy-five percent (75%). 
Section 1.3
 **Reserve:
Percentage of Account balance for Reserve: Twenty-fivePercent (25%)"
Section 1.3
 

3.6   Section 2 of Schedule 1 is deleted and replaced with thefollowing: 

"2. MAXIMUM COMMITMENT.

**Maximum Commitment:
The maximum commitment means an amount equal to the lesser of(a) Six Million Dollars ($6,000,000), or (b) the Advance Rate."
Section 1.2
 

3.7   Section 6(i) of Schedule 1 is deleted and replaced withthe following: 

"(i) Seller shall at all times insure all of the tangiblepersonal property Collateral and carry such business insurance, including butnot limited to trade credit insurance with FCIA on all Purchased Accounts, acopy of which has been provided to Purchaser, with insurers that are reasonablyacceptable to Purchaser provided that Purchaser acknowledges that the insurerson the attached schedules are acceptable. All insurance policies related to theCollateral, including but not limited to the Purchased Accounts, shall namePurchaser as the additional insured and loss payee. Seller shall deliver toPurchaser a loss payee endorsement in a form reasonably satisfactory toPurchaser."

3.8   Sections 6(ii) [financial reporting], (iii) [tangible networth], (iv) [current ratio], (v) [projected revenue], (vi) [Nasdaq Listing] and(viii) [Export-Import Factoring Agreement] of Schedule 1 aredeleted. 

Termination of Ex-Im Factoring Agreement
. The Ex-Im Factoring Agreement is hereby terminated.

Payments
. Seller shall pay the following sums toPurchaser in good funds:

5.1   All payments (including without limitation interestpayments) due or that may come due under the terms of the Domestic FactoringAgreement, or other Factoring Documents should be paid in accordancetherewith;

5.2   On execution of this Amendment to Purchaser a facilityfee of one percent (1%) of the Maximum Commitment.

5.3   On or before May 31, 2004, Purchaser's attorneys fees andany other costs incurred as of the date hereof and in the future through saiddate in connection with this Amendment.

Accounts Receivable Audit
. Seller shall cooperatein two Accounts Receivable audits each calendar year during the term of theDomestic Factoring Agreement, the first of which shall be completed withinforty-five (45) days of the date of this Amendment. Seller shall pay all costsand fees associated with the Accounts Receivable audits required by this Section6.

Financial Information. As periodically reasonablyrequested by Purchaser, Seller shall provide to Purchaser accounts receivableaging, accounts payable aging and financial statements within 10 business daysof a request from Purchaser.
Release of Claims
.

8.1   No Known Claims Against Purchaser. Seller warrantsand represents to Purchaser that, to Seller's knowledge, it has and has had noclaims, causes of action, demands, costs, losses or actions of any natureagainst Purchaser, whether the same have been or might have been asserted as aclaim, cross-claim, counter-claim or cause of action in any tribunal. 

8.2   Release By Seller. For and in consideration ofPurchaser's agreement set forth herein, Seller hereby releases and foreverdischarges Purchaser, its affiliates, officers, directors, employees,shareholders, attorneys, agents and representatives, individually andcollectively, of and from any and all matters arising out of any business,legal, or lending relationships that have existed prior to the date hereofbetween Seller and Purchaser and including any and all past, present or futureclaims, actions, causes of action, obligations, costs or demands, known orunknown, whether or not any such claim, action, cause of action, obligation,cost, lost or demand has been, or might have been, asserted as a claim, cross-claim, counter-claim or cause of action in any tribunal. 

8.3   No Prior Assignment of Released Claims. Each ofthe parties warrants and represents that it has not assigned or transferred orpurported to assign or transfer to any other person or entity any claim ormatter released herein and that no other person has any interest therein of anynature. In the event that releasing party shall have assigned or transferred, orpurported to assign or transfer, or any other person shall claim an interest inany claim or other matter herein released, then the releasing party shallindemnify the released party and hold it harmless from and against any and alllosses, costs, claims or expenses, including but not limited to all costsrelated to the defense of any action, including reasonable attorneys' fees,based upon or arising out of or incurred as a result of any such claim,assignment or transfer. 

8.4   No Admission of Liability. Seller understands andacknowledges that if any claims or other matters herein released existed, suchwould be disputed by Purchaser. No action taken by Purchaser, either previouslyor in connection with this Agreement, shall be deemed or construed to be(a) an admission to the truth or falsity of any claims made; or (b) anacknowledgment or admission by Purchaser of any fault or liability whatsoever toany other party or to any third party. 

8.5   Waiver of California Civil Code   1542. Eachof the parties hereby relinquishes and waives all rights conferred upon it bythe provisions of Section 1542 of the California Civil Code (or any likeprovision of federal or state law), which reads as follows: 

A general release does not extend to claims which thecreditor does not know or suspect to exist in his favor at the time of executingthe release, which if known by him must have materially affected his settlementwith the debtor.

Each of the parties hereby acknowledges that it or itsattorneys might hereafter discover facts different from or in addition to thosewhich it or its attorneys now know or believe to be true with respect to any ofthe matters herein released, including that no such claims presently exist, andagrees that this instrument shall remain in effect as a full and completerelease notwithstanding any such different or additional facts. Each of theparties hereby covenants that this Agreement shall inure to the benefit of andbe binding upon its administrators, representatives, successors, trustees andassigns.

Terms and Conditions of Domestic FactoringAgreement
. Seller further acknowledges that the Factoring Documents arebinding and enforceable according to their terms, and that Purchaser has noobligation to extend the Maturity Date. Seller agrees that, except as expresslyamended herein, all the terms and conditions of the Factoring Documents remainin full force and effect, including without limitation the grants of securityinterests therein. Seller confirms that the terms of the Domestic FactoringAgreement and IP Security Agreement govern the security interest granted toPurchaser in the Collateral and the Collateral secures all debts of Seller toPurchaser. Seller confirms that it has updated Purchaser of any status changesto intellectual property owned by Seller and that Seller has a continuousobligation to provide such updates to Purchaser. Seller hereby acknowledges andreiterates its authorization to Purchaser to file and record such FinancingStatements and other instruments as Purchaser may deem necessary or desirablefrom time to time to perfect or continue the perfection of its security interestin the Collateral.

Choice of Law and Venue, Jury Trial Waiver.
This Agreement shall be governed by, and construed inaccordance with, the internal laws of the State of California, without regard toprinciples of conflicts of law. Each of Borrower and PBF hereby submits to theexclusive jurisdiction of the state and Federal courts located in the County ofSanta Clara, State of California. BORROWER AND PBF EACH HEREBY WAIVE THEIRRESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON ORARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATEDTHEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALLOTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THEFOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THISAGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVERWITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURYTRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Successors
. The parties hereto expressly agree andcovenant that this Amendment shall inure to the benefit of and be binding upontheir respective representatives, successors, trustees and assigns. With theexception of the foregoing, this Amendment is not for the benefit of any otherparties apart from Purchaser and Seller.

Entire Agreement. ThisAmendment contains the entire agreement between the parties pertaining to thesubject matter herein, and supersedes any and all prior and/or contemporaneousoral or written negotiations, agreements, representations, and understandings,with respect to such subject matter.
Attorneys Fees.
 Sellershall reimburse Purchaser for all attorneys fees and expenses incurred in thepreparation or negotiation of this Amendment.

Execution in Counterparts
. This Amendment may beexecuted in an original or one or more counterparts, each of which shallconstitute a duplicate original.
 Executed counterparts transmitted byfacsimile shall be effective as original signatures.

Waiver
. As of the date hereof, the Purchaserhereby waives, to the extent, if any, they continue to exist, all of theDefaults (as defined in the Forbearance Agreement ) set forth in the ForbearanceAgreement.

IN WITNESS WHEREOF, Purchaser and Seller have executed thisAmendment as of the date set forth in the preamble. 

Southwall Technologies Inc., a Delaware corporation
Pacific Business Funding, a division of Greater Bay BankN.A.
By: /s/ Maury Austin				************