**Exhibit 10.97**

 

 

**AGREEMENT BETWEEN SOUTHWALL TECHNOLOGIESINC./**

**ENERGY CONVERSION DEVICES, INC.**

 

SouthwallTechnologies Inc. (“Southwall”) and Energy Conversion Devices, Inc. (“ECD”)have reached an agreement on September 21, 2001 with regard to the payment ofthe indebtedness that Southwall owes to ECD as a result of the purchase of aproduction machine generally referred to as PM7.

 

Inconsideration of the mutually binding covenants set forth below, thesufficiency of which are acknowledged, the parties agree as follows:

 

1.     In satisfaction of allindebtedness owed to ECD in connection with PM7, Southwall shall pay to ECD theamounts indicated, at the times specified, on the payment schedule attachedhereto as Annex 1.

 

2.     It is acknowledged thattitle to PM7 is currently held by Matrix Funding Corporation (“Matrix”) undersale and leaseback agreements (the “Lease”) executed by Southwall in 1999.  Southwall represents that it is currentlynegotiating with Matrix to buyout the Lease and take title to PM7, andreasonably believes that its negotiations will be successful.  Southwall cannot, however, guarantee that itwill be able to negotiate a commercially reasonable buy-out of the Leaseobligations and can not represent that Southwall presently holds all right,title and interest in PM7 free of any liens or encumbrances.

 

3.     It is also acknowledgedthat Pacific Business Funding Corporation (“PBFC”) has a general securityinterest in all of Southwall’s equipment installed at its Tempe, Arizonafacility.  This will include PM7, ifSouthwall obtains title to it. Southwall represents that it will seek to have PBFC subordinate itssecured position on PM7 to ECD. Southwall reasonably believes that, if it is able to acquire title toPM7 from Matrix, it will be able to cause PBFC to subordinate its interest toECD and covenants to take all reasonable steps necessary to obtain suchsubordination.  Southwall cannot,however, guarantee that it will be able to cause PBFC to subordinate itsinterest in PM7.

 

4.     Southwall shall keep ECDinformed of its progress in its negotiations with Matrix and PBFC.  If Southwall acquires title to PM7, andcauses PBFC to subordinate its interest to ECD, Southwall shall execute alldocuments and take all reasonable actions requested of it by ECD in order topermit ECD to perfect its primary security interest in PM7 and to record it.

 

5.     Regardless of whetherSouthwall obtains title to PM7, or causes PBFC to subordinate its interest init, the obligations of Southwall shall be absolutely due and payable accordingto the payment schedule.

 

 
|   | ENERGY  CONVERSION DEVICES, INC.   |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/  Steven W. Zumsteg |
|   | Name:  Steven W. Zumsteg      |
|   | Title:  VP & CFO          |
|   |                               |
|   | SOUTHWALL  TECHNOLOGIES INC.       |
|   |                               |
|   |                               |
|   | By:                                | /s/  Robert R. Freeman |
|   | Name:  Robert R. Freeman      |
|   | Title:  Senior V.P. & CFO |

 

 

**ANNEX 1**

# **PAYMENTSCHEDULE**

 

| **DATE**           |   | **PAYMENT** |       |
|--------------------|--------|-------------|------------|
| September 26, 2001 |   | $           | 139,849.54 |   |
| October 26, 2001   |   | 50,000.00   |       |
| November 26, 2001  |   | 50,000.00   |       |
| December 26, 2001  |   | 50,000.00   |       |
| January 26, 2002   |   | 50,000.00   |       |
| February 26, 2002  |   | 50,000.00   |       |
| March 26, 2002     |   | 50,000.00   |       |
| April 26, 2002     |   | 50,000.00   |       |
| May 26, 2002       |   | 50,000.00   |       |
| June 26, 2002      |   | 50,000.00   |       |
| July 26, 2002      |   | 50,000.00   |       |
| August 26, 2002    |   | 50,000.00   |       |
| September 26, 2002 |   | 50,000.00   |       |
| October 26, 2002   |   | 50,000.00   |       |
| November 26, 2002  |   | 50,000.00   |       |
| December 26, 2002  |   | 50,000.00   |       |
| January 26, 2003   |   | 69,769.84   |       |
| Total Payments     |   | $           | 959,619.38 |   |
|                    |        |             |            |  |  |