Exhibit 10.41

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

AMENDMENT NO. 1, dated as of March 3, 2008 (this "Amendment"), to SECURITIES PURCHASE AGREEMENT, dated as
of March 13, 2007 (the "Agreement"), between NORSK HYDRO PRODUKSJON AS, a corporation organized under the laws of the Kingdom of Norway (the
"Investor"), and ASCENT SOLAR TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (the
"Company").

RECITALS

WHEREAS, on March 13, 2007, the Investor and the Company entered into the Agreement, which, among other things, provides the Investor with options to
purchase the Company's securities.

WHEREAS,
Article III of the Agreement contains the terms and conditions of these options including the Initial Warrants Call Option and the Tranche 2 Call Option. While the
intent of the Agreement was to provide for multiple exercises of the Tranche 2 Call Option to allow the Investor to reach up to a maximum of 35% of all issued and outstanding Company Common
Stock, the language of Section 3.06 of the Agreement does not clearly provide for multiple exercises. The purpose of this Amendment is to clarify the potential and procedure for multiple
exercises.

WHEREAS,
the capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings set forth in Section 1.01of the Agreement or elsewhere therein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 3.06.Tranche 2 Call Option. Upon the terms and subject to the conditions of this Agreement,
the Company hereby irrevocably grants to the Investor the right to acquire and to require the Company to sell to the Investor the Tranche 2 Securities (the
"Tranche 2 Call Option"). The Tranche 2 Call Option may be exercised, in full or in part and from time to time, by the Investor by
providing written notice to the Company in accordance withSection 11.02, substantially in the form attached as Exhibit Ehereto (the
"Tranche 2 Call Notice") at any time after 9:00 a.m., Denver,
Colorado time, on the first day of the Option Exercise Period and prior to 5:00 p.m., Denver, Colorado time, on the last day of the Option Exercise Period. Such Tranche 2 Call Notice
shall state (i) that the Investor is exercising the Tranche 2 Call Option and (ii) the number of (A) Tranche 2 Shares, (B) Option Class A Warrants and
(C) Option Class B Warrants the Investor wishes to purchase, and, upon receipt of a Tranche 2 Call Notice, the Company shall be obligated to sell the number of Tranche 2
Shares, Option Class A Warrants and Option Class B Warrants set forth in such Tranche 2 Call Notice, upon the terms and subject to the conditions set forth herein.

SECTION 3.07.Tranche 2 Purchase Price. With respect to each exercise of the Tranche 2 Call
Option, the purchase price for each (i) Tranche 2 Share subject to each exercise shall be an amount equal to the average of the closing bids for the Company Common Stock on Nasdaq during
the five consecutive trading days ending on (and including) the trading day that is one (1) day prior to the date of exercise of the Tranche 2 Call Option (the
"Tranche 2 Share Purchase Price"), (ii) Option Class A Warrant subject to each exercise shall be an amount equal to the average of
the closing bids for the Company's Class A Warrants on Nasdaq during the five consecutive trading days ending on (and including) the trading day that is one (1) day prior to the date of
exercise of the Tranche 2 Call Option (the "Option Class A Warrant Purchase Price") and (iii) Option Class B Warrant subject
to each exercise

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shall
be an amount equal to the average of the closing bids for the Company's Class B Warrants on Nasdaq during the five consecutive trading days ending on (and including) the trading day that
is one (1) day prior to the date of exercise of the Tranche 2 Call Option (the "Option Class B Warrant Purchase Price" and,
together with the Tranche 2 Share Purchase Price and the Option Class A Warrant Purchase Price, the "Tranche 2 Purchase Price" and,
together with the Tranche 1 Purchase Price and the Initial Warrants Purchase Price, the "Purchase Price").

SECTION 3.08.Second Closing. Unless this Agreement shall have been terminated in accordance with Section 10.01, and subject to the satisfaction or waiver of the conditions set forth in Article IX(except forSection 9.01(a), which must be satisfied as a condition to each
Second Closing and cannot be waived), if a Tranche 2 Call Notice has been duly delivered pursuant toSection 3.06, the closing of each
issuance, purchase and sale of the Tranche 2 Securities provided for in thisArticle III(each, a "Second
Closing") will take place at 12:30 p.m., Portland, Oregon time, on the second (2nd) business day after the satisfaction or waiver of the conditions set forth in Article IX(other than those that by their terms are to be satisfied or waived at such Second Closing), at the offices of Holland &
Knight LLP, 2300 U.S. Bancorp Tower, 111 S.W. Fifth Avenue, Portland, Oregon 97204, unless another time, date or place is agreed to by the Investor and the Company.

SECTION 3.09.Second Closing Deliveries by the Company. At each Second Closing, the Company shall deliver
or cause to be delivered to the Investor:



SECTION 3.10. Second Closing Deliveries by the Investor. At each Second Closing, the Investor shall deliver to the Company:



SECTION 3.11.Redemption of Class A Warrants. If the Class A Warrants have been redeemed by
the Company in accordance with their terms on or prior to the date of the Initial Warrants Closing or a Second Closing, as the case may be, the Company shall issue to the Investor, and the Investor
shall purchase, accept and acquire from the Company, a number of shares of Company Common Stock, at a price per share equal to the average of the closing bids for the Company Common Stock on Nasdaq
during the five consecutive trading days ending on (and including) the trading day that is one (1) day prior to the date of exercise of the Initial Warrants Call Option or the Tranche 2
Call Option, as the case may be, sufficient to ensure that the Investor acquires the percentage ownership of the Company that it would otherwise have acquired had the Company not redeemed the
Class A Warrants on or prior to such date.

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SECTION 7.04(e) From the date of this Agreement until the later of (i) the Initial Warrants Closing, and (ii) the first to occur of the
Second Closing, if any, at which the Tranche 2 Call Option is exercised
in full or exercised as to the remaining securities subject to the Tranche 2 Call Option (the "Final Second Closing") and the expiration of the
Option Exercise Period, the Company shall promptly notify the Investor in writing of any pending or, to the knowledge of the Company, threatened Action by any Governmental Authority or any other
person (i) challenging or seeking material damages in connection with the Transactions or (ii) seeking to restrain or prohibit the consummation of the Transactions, which in either case
would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect prior to or after the later of (i) the Initial Warrants Closing, and (ii) the first to
occur of the Final Second Closing and the expiration of the Option Exercise Period.

SECTION 7.08.Certain Notices. From and after the date of this Agreement until the later of the Initial
Warrants Closing, the Final Second Closing and the expiration of the Option Exercise Period, each party shall promptly notify the other party of (i) the occurrence, or
non-occurrence, of any event or any breach or misrepresentation that would reasonably be expected to cause any condition to the obligations of such party to effect the Transactions not to
be satisfied or (ii) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement or any Ancillary
Agreement that would reasonably be expected to result in any condition to the obligations of such party to effect the Transactions not to be satisfied; provided,however, that the delivery of any notice pursuant to this Section 7.08shall not cure any breach of any representation or warranty requiring disclosure of such
matter prior to the date of this Agreement
or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

SECTION 10.01.Termination. This Agreement may be terminated and the Tranche 2 Transactions may be
abandoned at any time prior to the first to occur of the Final Second Closing and the expiration of Option Exercise Period (the date of any such termination, the "Termination
Date").

SECTION 10.04.Amendment. This Agreement may be amended by the parties hereto at any time prior to the
later of (i) the Initial Warrants Closing and (ii) the Termination Date;provided, however, that, after the Stockholder Approval is obtained, no
amendment may become effective that would by Law
require approval of the stockholders of the Company, without approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed by the parties hereto.

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IN
WITNESS WHEREOF, the Investor and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

| |  | NORSK HYDRO PRODUKSJON AS      
| |  | -------------------------------
| |  | By:                            
| |  | ASCENT SOLAR TECHNOLOGIES, INC.
| |  | By:                            

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