**SUBLEASE**




**THIS
      SUBLEASE ("Sublease")** is
      made
      this 13th day of June 2006, by and between
      Maxspeed Corporation, a California Corporation **("Sublandlord"),** and
      Southwall Technologies
      Inc., a Delaware Corporation **("Subtenant").**





**RECITALS**





**WHEREAS.** Richard
      A. Cristina and Diane L. Cristina, Trustees of the Richard A.
      Cristina and Diane L. Cristina Trust dated December 20, 1995 (the **"Landlord
      or Prime** **Landlord,"** and
      Sublandlord, as "Tenant," entered into a certain Lease, dated as of December
      5, 2003
      (the **"Prime
      Lease** **"**) **,** for
      certain space containing 22,400 square feet of rentable area in the building
      commonly known as 3782-3788 Fabian Way, Palo Alto, California 94303 (the **"Property"** or **"Subleased
      Premises"** ) **;** and





**WHEREAS,** Subtenant
      desires to sublease from Sublandlord all of the Property, consisting
      of 22,400 square feet as shown on the attached Exhibit
      "A" (the **"Subleased** **Premises"** ); **** and





**WHEREAS,** a
      true,
      correct and complete copy of the Prime Lease is attached to and made a part
      of
      this Sublease as Exhibit
      "B" ;
      and





**WHEREAS,** Sublandlord
      has agreed to sublet the Premises to Subtenant, and Subtenant
      has agreed to sublet the same from Sublandlord, all upon the terms and subject
      to the conditions
      set forth in this Sublease.





**TERMS**





**NOW,
      THEREFORE,** in
      consideration of the rents in this Sublease provided and of
      the
      covenants and agreements in this Sublease contained, and intending to be legally
      bound hereby,
      Sublandlord and Subtenant hereby covenant and agree as follows:





1. Capitalized
      Terms; Incorporation of Recitals. Each
      capitalized term used but not defined
      in this Sublease shall have the meaning ascribed to such term in the Prime
      Lease. The foregoing Recitals are incorporated by this reference in this
      Sublease as if fully set forth in this Sublease.





2. Demise. Subject
      to all of the provisions of this Sublease. Sublandlord hereby demises
      and subleases to Subtenant, and Subtenant hereby takes and hires from
      Sublandlord, all of
      the
      Subleased Premises.





3. Term
      of Sublease. The term
      of this Sublease (the **"Term"** ) **** shall
      commence on June
      16,
      2006 the Term shall continue until 11:59 p.m. California time, on December
      31,
      2008. Under
      no
      circumstances shall the Term extend beyond the expiration, surrender or
      termination of the
      Prime
      Lease, whether the Prime Lease expires by its own terms, is terminated for Sublandlords's
      default, is terminated or surrendered by agreement of Prime Landlord and Sublandlord,
      or is terminated for any other reason. Subtenant shall be permitted to enter
      into and occupy
      the Sublease Premises immediately following the parties' execution of this
      Sublease and receipt of Prime Landlord's consent to this Sublease (the **"Effective
      Date"** )
      in
      order to construct improvements
      to the Premises and, if Subtenant so desires, to occupy the Sublease Premises
      for the
      operation of its business. Such occupancy shall be subject to all provisions
      of
      this Sublease, except the obligation to pay rent, and shall not advance the
      termination date. During this early occupancy period, Subtenant may install
      such
      trade fixtures and equipment in the Premises as Sublandlord
      may approve in accordance with any and all related requirements in the Prime Lease.




4. Rent.





a. Subtenant
      covenants and agrees to pay minimum annual rent (**"Base** **Rent"** ) **** to
      Sublandlord, at 3200 Horizon Drive, King of Prussia, PA, 19406 Attn: Tom
      Rossman, Controller,
      or at such other place as may be designated by Sublandlord from time to time, without
      any demand, notice, set-off, abatement or deduction, commencing as of the Commencement
      Date, and continuing thereafter throughout the Term, at the annual rate of
      the following
      schedule.




Period
                of Time
            
            Rent/SF/Month
            
            Monthly
                Installment
            
            Annual
                RentJune
                16, 2006 - November 30, 2006
            
            $
            0.00
            
            
            **December
                1, 2006 - May 31, 2007
            
            $
            0.80
            
            $
            17,920
            
            $
            215,040June
                1, 2007 -May31,2008
            
            $
            0.82
            
            $
            18,368
            
            $
            220,416June
                1, 2008 - December 31, 2008
            
            $
            0.85
            
            $
            19,040
            
            $
            228.480





**
      Rent
      is abated through November 30, 2006





Subtenant's
      obligation to pay its minimum rent shall commence five (5) months following
      the commencement
      date of this Sublease. The Base Rent for each ensuing month during the Term
      being due and payable to Sublandlord not later than the first day (1st) day of
      each month commencing
      December 1, 2006. If the Commencement Date is other than on the first day of
      a
      calendar month, the Base Rent for such month shall be prorated.





5. Incorporation
      of Terms of Prime Lease.





a. All
      the
      terms, covenants and conditions of the Prime Lease are by this reference
      incorporated in this Sublease and made a part of this Sublease with the same
      force and effect
      as
      if fully set forth in this Sublease; provided , however, that for
      purposes of such incorporation, (i) the
      terms **"lease"** or **"Lease"** as
      used
      in the Prime Lease shall refer to this Sublease, (ii) the term **"Landlord"** as
      used
      in the Prime Lease shall refer to Sublandlord (except as
      otherwise set forth in this Sublease), (in) the term **"Tenant"** as
      used
      in the Prime Lease shall refer to Subtenant, and (iv) the term **"Premises"** as
      used
      in the Prime Lease shall refer to the Subleased
      Premises. In the event of any inconsistency between the provisions of this
      Sublease and
      the
      provisions of the Prime Lease, as incorporated in this Sublease, the provisions
      of this Sublease
      shall control.


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b. The
      following sections of the Prime Lease are not incorporated in this Sublease
      except to the extent that any provisions set forth in the Prime Lease are
      referred to in this
      Sublease: 1.3, 1.4, 1.7(a), (c) and (e),  1.10,  1.11,  10.1, 10.2,
      10.3, 10.4, 51 and 52.





c. The
      following sections of the Prime Lease, for purposes of their incorporation
      into this Sublease only, are hereby amended as follows: 3.3 (substitute
      "Effective Date"
      for
      "Commencement Date"), 7.2 (substitute "Landlord" for "Sublandlord") and 11 (substitute
      "Landlord" for "Sublandlord").





d. The
      parties expressly agree that Subtenant shall have no responsibility for restoring
      any improvements or alterations made by Sublandlord to the Subleased Premises
      prior to
      the
      Effective Date.





6.
            Subject
                to the Prime Lease.





a. This
      Sublease is and shall be subject and subordinate in all respects to the Prime
      Lease and to all of its terms, covenants and conditions. Subtenant shall not
      do,
      or permit or
      suffer
      to be done, any act or omission by Subtenant, its agents, employees, contractors
      or invitees
      which is prohibited by the Prime Lease, or which would constitute a violation
      or
      default under
      the
      Prime Lease, and Subtenant shall indemnify Sublandlord and hold it harmless
      from and
      against any such act, omission, violation or default.





b. In
      all
      provisions of the Prime Lease requiring the approval or consent of the "Landlord,"
      Subtenant shall be required to obtain the approval or consent of both Prime Landlord
      and Sublandlord.





c. Sublandlord
      shall not terminate the Prime Lease during the Term except in the
      exercise of a contractual right of termination in the instance of damage by
      fire
      or other casualty
      or partial or total taking, unless arrangements are made for Subtenant to occupy
      the Subleased
      Premises on economic terms comparable to those provided in this
      Sublease.





d. Sublandlord
      shall comply with all of the terms and provisions of the Prime Lease
      in
      full force and effect during the Term: however, Sublandlord shall have no
      liability to Subtenant
      with respect to any failure on Sublandlord's part to comply with or to preserve
      the Prime
      Lease to the extent that any such failure shall be attributable to or shall
      result from any breach
      by
      Subtenant of this Sublease.


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e. E xcept
      as
      set forth in section 5 above, Subtenant shall comply with all terms
      and
      provisions of the Prime Lease in full force and effect during the Term and
      shall
      fulfill all obligations of the Tenant thereunder.





f. If
      Sublandlord receives an abatement of rent as a result of a failure of performance
      by Prime Landlord under the Prime Lease, Subtenant shall be entitled to a
      similar abatement
      based upon the period covered by the abatement.





g. This Section
      6 shall
      survive the expiration of the Term or earlier termination
      of this Sublease.





7.
            Sublandlord's
                Obligations.





a. Sublandlord
      Responsibilities.  (i) So long
      as Prime Landlord performs all of its obligations under the Prime Lease and this Sublease, Sublandlord shall have
      no
      obligation to
      perform any of the terms, covenant and conditions contained in the Prime Lease
      to be performed
      by the Prime Landlord, nor shall Sublandlord have any obligation to provide
      any
      or all
      of
      the services, utilities, insurance, work, alterations, repairs or maintenance
      to
      be provided by Prime
      Landlord under the Prime Lease; (ii) Sublandlord shall in no way be liable to Subtenant for
      any
      failure of Prime Landlord to provide such services, utilities, insurance, work,
      alterations, repairs or maintenance; (iii) Sublandlord shall fully perform all of its obligations under the Lease to
      the
      extent Subtenant has not agreed to perform such obligations under the Sublease. Sublandlord
      shall not terminate or take any action under the Lease that could give rise
      to
      the termination
      of the Lease, amend or waive any provisions under the Lease or make any
      elections, exercise
      any right or remedy or give any consent or approval under the Lease without,
      in
      each instance,
      Subtenant's prior written consent if any of the foregoing would materially
      adversely affect Subtenant's rights or obligations hereunder; and, (iv)
      Sublandlord hereby assigns to Subtenant
      all warranties given and indemnities made by Prime Landlord to Sublandlord
      under
      the Lease which would reduce Subtenant's obligations hereunder, and shall
      cooperate with Subtenant
      to enforce all such warranties and indemnities. However, if Prime Landlord
      fails
      to provide
      any services, utilities, insurance, work, alterations, repairs or maintenance
      required under the Prime Lease, Sublandlord shall upon the request of Subtenant,
      give Prime Landlord notice of such failure. Thereafter, Sublandlord shall
      reasonably cooperate with Subtenant in attempting to cause
      Prime Landlord to provide or perform such service or obligation, but Sublandlord
      shall have no further obligation to Subtenant in connection therewith. Any
      condition resulting from such default or delay by Prime Landlord shall not
      constitute an eviction, actual or constructive, of
      Subtenant. No such default or delay shall excuse Subtenant from the performance
      or observance
      of any of its obligations to be performed or observed under this Sublease or
      shall entitle
      Subtenant to terminate this Sublease or to any reduction in or abatement of
      the
      Base Rent, any
      Additional Rent, or any other charges provided for in the Prime Lease or this
      Sublease.





b. Indemnity
      and Insurance.


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i. Subtenant
      shall protect, indemnify and save and hold Sublandlord
      harmless from and against all losses, costs, expenses, damages and liabilities (including,
      without limitation, reasonable counsel fees and disbursements) of every kind
      and nature
      whatsoever, incurred by Sublandlord by reason of or arising out of (i) any
      accident, death, injury
      or
      damage which shall happen in, on about or in connection with, the Subleased
      Premises or
      any
      part thereof, or any matter involving the condition, occupancy, maintenance,
      alteration, repair,
      use. or operation of the Subleased Premises or any part thereof, (ii) any act
      or failure to act
      by
      Subtenant to perform or observe any of the agreements, terms, covenants or
      conditions of the
      Prime
      Lease or this Sublease on Subtenant's part to be performed or observed or (iii)
      failure by
      Subtenant to vacate the Subleased Premises and surrender the Subleased Premises
      in the condition
      required under this Sublease on or before the expiration of the Term or earlier termination
      of this Sublease.





ii. Sublandlord
      will indemnify, defend, protect, and hold Subtenant,
      its officers, directors, employees, and agents (collectively, the "Subtenant Indemnitees")
      harmless from and against any and all demands, actions or causes of action, assessments,
      judgments, damages, obligations, liabilities and claims (collectively, "Claims")
      of every type and nature whatsoever (including, without limitation, injury
      to or
      death of any person or persons, or damage to or loss of any property) and shall
      reimburse the Subtenant Indemnitees for
      any
      and all financial expenditures, costs and expenses (including, without
      limitation, interest, penalties
      and reasonable attorneys' fees, reasonable consultants' fees, expenses and
      court
      costs incurred
      in connection therewith and all reasonable costs and expenses of investigating
      and defending
      any claim or any order, directive, final judgment, compromise, settlement,
      fine, penalty,
      court costs or proceeding) in consequence of such Claims arising from or related
      to: (i) any
      inaccuracy in or breach by Sublandlord of any representation or warranty made
      by
      it herein: or
      (ii)
      any claim or demand for commission or other compensation by any broker, finder,
      agent or similar intermediary claiming to have been employed by or on behalf
      of
      Sublandlord, in connection
      with this transaction; or (iii) any contamination at, on, in, above or beneath
      the Sublease
      Premises during the term of the Lease and preceding the term of the Sublease;
      or (iv) any
      negligent acts or omissions, or willful misconduct, by Sublandlord, its
      employees or agents, which
      result in or cause harm or damage to any person or property, in, upon, or about
      the Sublease
      Premises; or (v) any event of default by Sublandlord under the Lease or this
      Sublease or
      the
      Prime Lease which causes damage or injury to the subtenant.





iii.Both
      Subtenant and
      Sublandlord shall provide and maintain during the
      Term,
      with an insurance company acceptable to each other and Prime Landlord, all
      insurance required
      by Section
      9 of the
      Prime Lease. Such insurance shall name each respective party and Prime
      Landlord as additional insureds and shall provide that it may not be canceled
      or
      amended except
      upon thirty (30) days' notice to each other and Prime Landlord. Each party
      shall
      furnish each
      other and Prime Landlord with certificates of insurance evidencing compliance
      with the foregoing insurance requirements.


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c. Each
      party hereby waives any and all rights of recovery against the other party
      directly or by way of subrogation or otherwise, and against the officers,
      partners, directors, employees, agents and representatives of the other party,
      due to the negligence of the other party or
      any
      such person for loss or damage to the property of the waiving party or any
      other
      loss or damage
      where such loss or damage was to be covered by the policies of insurance
      required under this Sublease if such insurance were maintained at the time
      of
      the loss or damage (whether or not such
      insurance is in effect) or to the extent such loss or damage is actually covered
      by any other insurance carried by the waiving party. Each party shall inform
      its
      respective insurance carrier of
      this
      waiver in the manner required with respect to policies issued by such carriers
      or otherwise arranged, to the extent necessary, so that the coverage afforded
      thereby is not adversely affected.





d. This Section
      7 shall
      survive the expiration of the Term or earlier termination
      of this Sublease.





8. Notices.





a. All
      notices, requests, demands, consents, approvals and other communications
      under this Sublease (each, a **"Notice"** and,
      collectively, **''Notices"** ) **** shall
      be
      in writing
      and shall be effective only if given in the manner set forth in Section
      23 of the
      Prime Lease.
      The address to which Notices are to be sent under Section
      23 of the
      Prime Lease are as follows:




To
                Prime Landlord:
            Richard
                A. Cristina and Diane L. Cristina. TrusteesAttn:
                Richard A. Cristina625
                Charles StreetSan
                Jose. C A 95112To
                Sublandlord,prior
                to theCommencement
                Date:
            Maxspeed
                CorporationAttn:
                Keith SchneckCFO3200
                Horizon DriveKing
                of Prussia. PA 19406To
                Sublandlord.from
                and after theCommencement
                Date:
            Maxspeed
                CorporationAttn:
                same as above




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          -





To
                Subtenant.
            3975
                East Bayshore Roadprior
                to the
            Palo
                Alto. CA 94303Commencement
                Date:
            Southwall
                Technologies Inc.Attn:
                Tom Hood.To
                Subtenant.
            At
                the Subleased Premisesfrom
                and after theRent
                Commencement Date:
            Southwall
                Technologies Inc.Attn:
                Tom Hood





Either
      party may inform the other in the manner provided for in Section 23 of the
      Prime
      Lease the
      giving of Notices of any change in address.





9. Assignment
      and Subletting. Subtenant shall neither, voluntarily, by operation of law
      or
      otherwise, (i) assign, transfer or encumber this Sublease, (ii) suffer
      or permit to exist any assignment
      of this Sublease or any lien or charge upon Subtenant's right, title or interest
      in or to this
      Sublease nor (iii) sublet or permit the Subleased Premises or any part thereof
      to be used by any
      person or entity other than Subtenant and its employees without the prior
      consent in each instance
      of Sublandlord, which consent shall not be unreasonably withheld, conditioned
      or delayed.
      Subtenant hereby acknowledges and affirms the terms and conditions of Section
      12
      of the
      Prime
      Lease and the rights of Prime Landlord thereunder, and agrees that such terms
      and conditions,
      as amended to also require Sublandlord's prior consent in each instance in
      which
      the Prime
      Landlord's prior consent is required, shall govern any proposed (a) subletting
      of any part of
      the
      Subleased Premises, (b) assignment of this Sublease or (c) transfers of
      ownership interests in
      Subtenant.





10. Condition
      of Subleased Premises. Sublandlord represents and warrants that the Premises
      shall (a) be in broom-clean condition with all building systems and components
      in good working
      order and condition as of the Commencement Date. During the Term, Subtenant
      shall have
      the
      use, at no cost to Subtenant, of the furniture and equipment identified on Exhibit
      C attached
      hereto.





11. Sublandlord's
      Representations. Sublandlord represents: (a) that it has received no
      notice
      from Prime Landlord concerning (i) any
      default under the Prime Lease or (ii) any repairs
      or maintenance required in respect of the Subleased Premises: and (b) that
      it
      has no actual knowledge (i) of any
      default existing under the Prime Lease or (ii) of any
      condition existing on the
      Subleased Premises which would constitute a violation of Sublandlord's repair
      and maintenance
      obligations under the Prime Lease.


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12. Alterations. Subtenant shall not make any additions, alterations, changes or improvements
      to
      the Subleased Premises without the prior consent of Sublandlord and Prime Landlord.





13. Brokers. Sublandlord and Subtenant each warrant and represent to the other that it
      had no
      dealing with any broker or finder concerning this or the subletting of the
      Subleased Premises
      to Subtenant except with GVA Smith Mack and Studley, Inc. Sublandlord has agreed to
      pay to
      GVA Smith Mack and to Studley, Inc. respectively a broker's fee in consideration
      of this
      Sublease transaction in an amount equal to three percent (3%) ** and
      six
      percent (6%), respectively,
      of the Base Rent payable during the term of this Sublease promptly following execution
      of this Sublease, the parties' receipt of Prime Landlord's written consent
      to
      this Sublease
      and the satisfaction of the condition set forth in Section 27 below. Each party
      agrees to
      indemnify and hold the other harmless from any and all liabilities and expenses,
      including, without
      limitation, reasonable attorneys, fees, arising out of claims against the other
      party by any other
      broker, consultant, finder or like agent claiming to have brought about this
      Sublease based upon the alleged acts of the indemnifying party. This Section
      13 shall
      survive the expiration of the
      Term
      or earlier termination of this Sublease.





14. Surrender
      of Subleased Premises. At the
      expiration of the Term or earlier termination
      of the Term, Subtenant shall quit and surrender the Subleased Premises broom
      clean, in
      as
      good condition as it was at the beginning of the Term, reasonable wear and
      tear,
      casualty and
      condemnation excepted, and shall, to the extent not inconsistent with any
      specific provision of this Sublease, comply with all terms and conditions of
      the
      Prime Lease regarding surrender of the Subleased Premises. Without limiting
      the
      generality of the foregoing, Subtenant shall on or before
      the expiration or termination of this Sublease, (i) remove
      all of Subtenant's personal property
      and repair any damage caused by such removal and (ii) remove
      all trash and broom sweep
      the
      Subleased Premises, if any personal property of Subtenant shall remain in the Subleased
      Premises after the termination of this Sublease, at the election of Sublandlord, (i) it shall
      be
      deemed to have been abandoned by Subtenant and may be retained by Sublandlord
      as
      its own
      property or (ii) such
      property may be removed and disposed of by Sublandlord at the expense
      of Subtenant. Subtenant's obligations under this Section
      14 shall
      survive the expiration of the Term or earlier termination of this Sublease.
      Notwithstanding the foregoing Section 14, if Subtenant
      leases the Subleased Premises from Prime Landlord following the expiration
      of
      this Sublease
      (as contemplated by Section 27 below), Subtenant shall not be obligated to
      quit
      and surrender
      the Subleased Premises at the expiration of this Sublease but may remain in
      the Subleased
      Premises and shall not have any obligation to restore the Subleased Premises
      at
      that time.
      Subtenant agrees that Sublandlord shall not be responsible for restoring or
      removing any improvements
      or alternations made by Subtenant to the Subleased Premises during the
      Term.


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          8
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15. No
      Waiver. The
      failure of Sublandlord to insist in any one or more instances upon
      the
      strict performance of any of the covenants, agreements, terms, provisions or
      conditions of
      this
      Sublease, or to exercise any election or option contained in this Sublease,
      shall not be construed
      as a waiver or relinquishment, or the future or in any other instance, of such
      covenant, agreement, term, provision, condition, election or
      option.





16. Holdover. If
      Subtenant shall unlawfully hold possession of the Subleased Premises after
      the
      end of the Term, then without limitation of Sublandlord's rights and remedies under
      this Sublease at law or in equity, Subtenant shall pay to Sublandlord the
      greater of (i) any amounts
      owed by Sublandlord to Prime Landlord as a result of Subtenant's holding over,
      or (ii) monthly
      holdover rent equal to One Hundred and Fifty (150) percent of the Base Rent
      and Additional
      Rent payable in the last month of the Term.





17. Default. If
      Subtenant is in default of this Sublease and such default continues for a
      period
      in excess of the period of grace, if any, expressly set forth in the Prime
      Lease, the Sublandlord
      shall be entitled to exercise any and all remedies available to a landlord
      generally under
      California law, including those remedies set forth in the Prime Lease. In the
      event of a material default in any material term of this Sublease by
      Sublandlord, Subtenant shall provide Sublandlord
      with written notice of such default. In the event that Sublandlord does not
      cure, or commence
      in good faith to cure, such default within ninety (90) days after receipt of
      written notice
      by
      Sublandlord, then Subtenant shall, in addition to all rights it may have in
      law
      or in equity,
      shall have the right to terminate this Sublease upon written notice to Landlord
      and Subtenant
      shall be relieved from all future liabilities and obligations under this
      Sublease. For purposes
      of this provision, "material terms" shall he limited to sections 11 and 12
      hereunder.





18. Security
      Deposit. Subtenant shall tender to Sublandlord a security deposit equal to
      the
      second and last month's rent ($36,960.00) and prepay Sublandlord its first
      month's rent ($17,920.00) upon the parties' execution of a sublease and receipt
      of Prime Landlord's consent to
      such
      sublease.





19. Prime
      Landlord's Consent. As a
      condition precedent to Subtenant's obligations hereunder,
      Sublandlord shall obtain Prime Landlord's consent to this Sublease. Sublandlord shall
      not
      be required to (i) take any
      act which would authorize or permit Prime Landlord to terminate
      the Prime Lease or (ii) make any
      payment to Prime Landlord or (iii) commence
      any litigation in order to obtain Prime Landlord's consent, and Sublandlord
      shall incur no liability if Sublandlord
      does not obtain Prime Landlord's consent; provided, however, if Sublandlord
      does not
      obtain Prime Landlord's consent within forty-five (45) days after receipt by
      Sublandlord's legal
      counsel of an executed counterpart of this Sublease signed by Subtenant, this
      Sublease shall at
      the
      discretion of Subtenant be null, any and all such executed counterparts of
      the
      Sublease, together
      with the Security Deposit and first monthly installment of Base Rent, shall
      be
      promptly returned
      to Subtenant, whereupon neither party hereto shall have any further obligation
      to the other
      under this Sublease except for such obligations that expressly survive
      termination of this Sublease.


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20. Limitation
      of Liability. As used
      in this Sublease, the term "Sublandlord" shall refer
      only to the owner from time to time of the Tenant's interest in the Prime Lease
      so that if Sublandlord
      shall assign its interest in the Prime Lease, then the assignor shall be
      entirely freed from all obligations, covenants and duties under this Sublease
      thereafter accruing, provided that the
      assignee assumes the liability of Sublandlord for all such obligations,
      covenants and duties under
      this Sublease thereafter accruing.





21. Sublandlord
      Consent or Approval. Whenever
      under any provision of this Sublease
      (including any provision of the Prime Lease incorporated in this Sublease by
      reference) Sublandlord's
      consent or approval is required or referred to, Sublandlord may grant or deny
      such consent or approval arbitrarily, except in those instances in which,
      pursuant to law or pursuant to a provision of this Sublease. Sublandlord is
      required not to unreasonably withhold its consent or approval.
      Sublandlord shall not be deemed to have unreasonably withheld its consent if Sublandlord
      is required to obtain the consent of Prime Landlord and Prime Landlord does
      not give
      such
      consent.





22. Sublandlord
      Right to Cure. If
      Subtenant shall at any time fail to perform any of its obligations
      under this Sublease, Sublandlord may, but shall not be obligated to, cure such
      failure for
      the
      account of and at the expense of Subtenant, and the amount of any costs,
      payments or expenses incurred by Sublandlord in connection with such cure
      (including reasonable counsel fees)
      shall be deemed additional rent and payable by Subtenant on demand under this
      Sublease.





23. Estoppel
      Certificates. Each
      party agrees to periodically furnish, within five (5) business
      days of request by the other party, a certificate signed by the other party
      certifying (to the
      extent same is true); (a) this Sublease is in full force and effect and
      unmodified; (b) the Term has commenced and the full rent is then accruing under
      this Sublease; (c) Subtenant has accepted possession
      of the Subleased Premises and that any improvements required by the terms of
      this Sublease
      to be made by Sublandlord or Prime Landlord have been completed to the
      satisfaction of
      Subtenant; (d) the date to which rent has been paid; (e) no rent has been paid
      more than thirty (30)
      days
      in advance of its due date; (f) the address for Notices to be sent to the
      certifying party is
      as set
      forth in this Sublease (or has been changed by Notice duly given and is as
      set
      forth in the certificate);
      (g) ** to
      the
      knowledge of the certifying party, the other party is not then in default under
      this Sublease; and (h) such other factual matters as may be requested by such
      party.





24. Authority. Each
      party represents and warrants to the other party: (a) the execution,
      delivery and performance of this Sublease have been duly approved by such party, and
      that
      no further corporate company action is required on the part of Subtenant and
      no
      further corporate
      action is required on the part of Sublandlord to execute, deliver and perform
      this Sublease:
      (b) the person(s) executing this Sublease on behalf of such party have all
      requisite authority
      to execute and deliver this Sublease: and (c) this Sublease, as executed and
      delivered by
      such
      person(s), is valid, legal and binding on such party, and is enforceable against
      such party in accordance with its terms, all subject to receipt of Sublandlord's
      consent to this Sublease.


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25.** Authorization
      to Direct Sublease Payments. Subtenant shall have the right to pay all rent
      and
      other sums owing by Subtenant to Sublandlord hereunder for those items which
      also are owed
      by
      Sublandlord to Landlord under the Lease directly to Landlord if Subtenant
      reasonably believes
      that Sublandlord has failed to make any payment required to be made by
      Sublandlord to Landlord
      under the Lease and Sublandlord fails to provide adequate proof of payment
      within five (5)
      business days after Subtenant's written demand requesting such proof. Any sums
      paid directly
      by Subtenant to Landlord in accordance with this paragraph shall be credited
      toward the amounts
      payable by Subtenant to Sublandlord under the Sublease. In the event Subtenant
      tenders payment
      directly to Landlord in accordance with this paragraph and Landlord refuses
      to
      accept such
      payment, Subtenant shall have the right to deposit such funds in an account
      with
      a national bank
      for
      the benefit of Landlord and Sublandlord, and the deposit of said funds in such
      account shall
      discharge Subtenant's obligation under Sublease to make the payment in
      question.





26. Quiet
      Enjoyment. So long
      as Subtenant has met its requirements under this agreement. Sublandlord
      shall protect Subtenant in its quiet enjoyment of the premises. In the event
      that Sublandlord
      defaults in the performance or observance of any of Sublandlord's remaining
      obligations under the Lease or fails to perform Sublandlord's stated obligations
      under the Sublease,
      then Subtenant shall give Sublandlord notice specifying in what manner
      Sublandlord has
      defaulted, and if such default shall not be cured by Sublandlord within thirty
      (30) days thereafter
      (except that if such default cannot be cured within said thirty (30) day period,
      this period
      shall be extended for an additional reasonable time, provided that Sublandlord commences
      to cure such default within such thirty (30) day period and proceeds diligently thereafter
      to effect such cure as quickly as possible), then Subtenant shall be entitled
      to
      cure such default
      and promptly collect from Sublandlord Subtenant's reasonable expenses in so
      doing (including,
      without limitation, reasonable attorneys' fees). Subtenant shall not be
      required, however, to wait the entire cure period described herein if earlier
      action is required to comply with
      the
      Lease or with any applicable governmental law, regulation or order.




27. Execution
      of Lease Amendment with Prime Landlord. Subtenant leases that portion of the
      Building not leased by Sublandlord from Prime Landlord. This Sublease is
      conditioned upon Subtenant's
      execution of a lease amendment pursuant to which Subtenant shall extend the
      term of
      its
      lease with Prime Landlord and lease the Subleased Premises from Prime Landlord
      after the expiration
      of this Sublease. The condition set forth in this Section 27 shall be deemed
      to
      be satisfied
      on or before June 21, 2006 unless Subtenant provides written notice to
      Sublandlord on or
      before
      June 21, 2006 that it has not been satisfied.





28. Miscellaneous .


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a. This
      Sublease: (i) contains
      the entire agreement of the parties with respect to
      the
      subject matter which it covers; (ii) supersedes all prior or other negotiations, representations,
      understandings and agreements of, by or between the parties, which shall be deemed
      fully merged in this Sublease; (iii) shall be
      construed and governed by the laws of the State
      of
      California; and (iv) may not be changed or terminated orally.





b. This
      Sublease may be executed in any number of counterparts, each of which
      shall be deemed to be an original and all of which shall constitute one and
      the
      same instrument.
      Any signature required for the execution of this Sublease may be in the form
      of either
      an
      original signature or a facsimile transmission bearing the signature of any
      party to this Sublease.
      No objection shall be raised as to the authenticity of any signature due solely
      to the fact
      that
      said signature was transmitted via facsimile.





c. The
      captions in this Sublease are inserted only as a matter of convenience and
      for
      reference and in no way define, limit, construe or describe the scope of this
      Sublease or the
      meaning or intent of any provision of this Sublease.





d. This
      Sublease shall be binding upon and inure to the benefit of the parties hereto
      and their respective permitted successors and assigns.





e. Any
      action brought to enforce or interpret this Sublease shall be brought in the
      court
      of appropriate jurisdiction in the State of California. Should any provision
      of
      this Sublease require judicial interpretation, it is agreed that the court
      interpreting or considering same
      shall not apply the presumption that the terms of this Sublease shall be more
      strictly construed
      against a party by reason of the rule or conclusion that a document should
      be
      construed more
      strictly against the party who itself or through its agent prepared the same,
      it
      being agreed that
      all
      parties hereto have participated in the preparation of this Sublease and that
      legal counsel was consulted by each responsible party before the execution
      of
      this Sublease.





f. No
      waiver
      of any provision of this Sublease shall be effective unless set forth
      in
      a writing executed by the party against which enforcement is
      sought.





g. If
      any
      provision of this Sublease is declared invalid or unenforceable, the remainder
      of the Sublease shall continue in full force and effect.





h. By
      its
      execution, delivery and performance of this Sublease. Sublandlord has
      not,
      and shall not be deemed to have, in any way or for any purpose, become a partner
      of Subtenant
      in the conduct of its business, or otherwise, or joint venturer or a member
      of a
      joint enterprise with Subtenant.





i. Time
      is
      of the essence of every provision of this Sublease.


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          12
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j. SUBLANDLORD
      AND SUBTENANT KNOWINGLY,VOLUNTARILY
      AND INTENTIONALLY WAIVE TRIAL BY JURY IN ANY ACTION,PROCEEDING
      OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER IN CONNECTION WITH
      ANY
      MATTER ARISING OUT OF ORCONNECTED
      WITH THE SUBLEASE, SUBTENANT'S USE OR OCCUPANCY OFTHE
      SUBLEASED PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE.





k. There
      are
      no third party beneficiaries of this Sublease, either express or implied.




**[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]**


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**IN
      WITNESS WHEREOF** the
      parties hereto have duly executed this Sublease the
      day
      and year first above written.




**SUBLANDLORD**WITNESS:By:
              /s/
                  Keith SchneckName:
              
              
              Name:
                  Keith SchneckTitle:
              
              
              Title:
                  CFO**SUBTENANT:**WITNESS:
              
              SOUTHWALL
                  TECHNOLOGIES/s/
                  Sylvia Kamenski
              
              By:
              /s/
                  [Illegible]Name:
              Sylvia
                  Kamenski
              
              
              Name:
                  [Illegible]Title:
              VP
                  of Finance
              
              
              Title:
                  [Illegible]





PRIME
      LANDLORD'S CONSENT TO SUBLEASE:




The
      undersigned "Prime Landlord", Landlord under the Prime Lease, consents to the
      Sublease without waiver of any restriction in the Prime Lease concerning further
      assignment or subletting. By
      consenting to this Sublease, Prime Landlord is not consenting to the
      modification or revision of
      any
      terms or provisions of the Prime Lease. This Sublease shall not, in any way,
      affect the Prime
      Landlord's rights and obligations under the Prime Lease.




Dated:
              6/24/06
              
              /s/
                  Richard A. CristinaRichard
                  A. Cristina, TrusteeDated:
              6/24/06
              
              /s/
                  Diane L. CristinaDiane
                  L. Cristina, Trustee




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**EXHIBIT
      "A"**




**SUBLEASED
      PREMISES**




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          -









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          -




**EXHIBIT
      "B"**




**COPY
      OF PRIME LEASE**






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