Exhibit 10.19

MATERIAL LIABILITY AGREEMENT                                       No. CL-090209


     The  following   Material   Liability   Agreement   (MLA)  between  Suntron
Corporation  (Seller) and Ciralight  Global,  Inc.  (Buyer)  details  individual
company responsibilities related to all Purchase Orders and Forecast sent to and
accepted  by  Seller.  The term of this MLA is for one (1) year from the date of
signature  with  the   understanding   that  a  completed   corporate   contract
(Manufacturing  Purchase  Agreement,  (MPA),  is  intended  by the parties to be
executed prior to expiration.  Extensions of this MLA beyond the expiration date
require  mutual  approval  by Buyer and  Seller  for the term of the  extension,
excepting  that Buyer's  obligations  under this MLA shall  continue  beyond its
expiration for all purchases made during its term.

     1.   General

          a.   Buyer agrees to identify all  purchase  orders and forecast  data
               released  to Seller with  reference  to this  Material  Liability
               Agreement and the No. identified above.
          b.   Buyer shall be liable for all material  ordered,  and  verifiable
               commitments to suppliers,  up to individual  components,  minimum
               order  quantities  (MOQ's)  and Non  cancelable,  Non  returnable
               (NCNR)  components,  agreed to in  writing,  related  to the full
               period of the accepted purchase order or Buyer approved forecast.
               Seller  shall make  commercially  reasonable  efforts to mitigate
               Buyer's  liability by returning  unneeded  material to the supply
               chain.
          c.   All  shipments by Seller to Buyer will be FOB  Seller's  place of
               U.S.  Production (dock) for domestic  shipments,  or Seller's San
               Diego-based   freight   forwarder  for  Seller's   Mexican  Plant
               shipments.
          d.   Buyer  requires  Seller to order printed  circuit board fabs on a
               quarterly  basis in order to minimize  scrap  related to possible
               Buyer engineering  changes,  (if applicable) Buyer and Seller may
               agree,  on a  case-by-case  basis,  to  other  volumes  and  time
               periods, which will be agreed to in writing.
          e.   Within seven (7) working days after  notification  by Buyer of an
               Engineering  Change,  Seller will  evaluate the cost impact,  and
               provide Buyer with  information  related to the cost impact,  and
               gain final written  approval from Buyer before  implementing  the
               change.  Upon Buyer's  written  approval  any  obsolete  material
               created by the engineering change will be invoiced to Buyer.
          f.   Seller will identify to Buyer,  by the 10th day of each month the
               system defined unconsumed material liability, where the buyer has
               a liability  to purchase  such items as  described in 1 .b above.
               Buyer agrees to and shall  purchase any and all material  on-hand
               at Seller  having  zero demand  requirements,  as defined in 1 f.
               Zero demand is defined as having no demand for the next 6 months.
          g.   Payment  terms shall be net 30 days from the date of invoice from
               Seller, without any offset.

     2.   Cancellation / Agreement Expiration

          a.   In the event that Buyer cancels a portion of or all of the demand
               defined  by  a  Purchase  Order  or  Forecast,  Seller  will  use
               commercially  reasonable  efforts to  minimize  Buyer's  material
               liability by attempting to return on-hand  material that is still
               in acceptable  industry packing and cancel all compliant on-order
               material requirements.
          b.   Buyer's   liability  will  be   substantiated   through   orders,
               forecasts,   or  other  documentation  from  Buyer  directing  or
               requiring that the material be purchased.
          c.   Buyer  shall be  liable  and  accepts  liability  for any and all
               material not in industry packaging or otherwise  un-returnable to
               the supplier.
          d.   Buyer  shall be liable and  accepts  liability  for all MOQ's and
               NCNR material on-hand or on-order.
          e.   Buyer is liable for any and all reasonable restocking charges and
               return  freight  related to return of on-hand  material  or costs
               related to order cancellations.
          f.   Buyer is responsible for all finished goods in Seller's inventory
               at the quoted price per part number.  WIP status will be reviewed
               and liability will be defined by mutual agreement at the standard
               cost  defined in the quote plus any applied  portion of the labor
               and OH costs as defined in the quote model.
          g.   Seller will define Buyer's  material  liability within 30 days of
               cancellation notice.
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          h.   Buyer agrees to reimburse Seller the standard cost of the stocked
               and Work in Process (WIP)material plus ten (10) % material markup
               to cover Seller's acquisition,  inventory management, picking and
               packaging costs. Seller shall provide sufficient proof of efforts
               to use excess material  elsewhere and  demonstrate  that all push
               outs and cancellations were promptly executed upon..
          i.   Buyer  agrees  to  complete  all  audits  and  reconciliation  of
               material  within 30 days of material  liability  notification  by
               Seller.
          j.   Buyer  agrees to pay Seller net 30 days from date of invoice  for
               all invoices without any offset

SUNTRON CORPORATION                        CIRALIGHT GLOBAL, INC.


By: /s/ James C. Cogan                     By: /s/ Jeff Brian
   ----------------------------               ------------------------------
Name:  James C. Cogan                      Name:  Jeff Brian
Date:  4/02/09                             Date:  9/3/09
Title: VP Global Suppply                   Title: CFO/COO