Exhibit 10.39  colorado housing and finance
authority  CONSTRUCTION AND PERMANENT LOAN COMMITMENTfinancing
  the places wherepeople live and workJanuary 16, 2008Ashutosh MisraAscent Solar
  Technologies, Inc.1981 Blake Street
  
  8120 Shaffer ParkwayLittleton, CO 80127Denver, Colorado 80202Re:    Construction
  and Permanent Loans to Ascent Solar Technologies, Inc.Dear Mr. Misra:The
  Colorado Housing and Finance Authority (the Authority) hereby notifies you
  of the Authoritys approval of your request for a short term construction
  loan (the Construction Loan) to finance the acquisition and renovation of a
  commercial facility located at 12300 Grant Street, Thornton, Colorado, 80241
  (the Project) and a long term permanent loan (the Permanent Loan) to
  finance the Project after the renovations are completed, subject to the
  following terms and conditions:303.297.chfa (2432)1.Borrower.  Ascent Solar
  Technologies, Inc., a Delaware corporation.800.877.chfa (2432)toll free
  
  2.Loan Amounts.  The
  Construction Loan shall be disbursed in increments up to an amount not to
  exceed Seven Million Five Hundred Thousand Dollars ($7,500,000). The
  Permanent Loan shall equal the amount disbursed under the Construction Loan.303.297.7305tdd
  
  3.Interest Rates.  Six
  and Sixty One-hundredths percent (6.60%) per annum fixed for both loans.4.Loan Terms.  The
  maturity date of the Construction Loan will be December 1, 2008. The
  maturity date of the Permanent Loan will be Twenty (20) years after the
  commencement of the term of the Construction Loan.  www.chfainfo.com


5.Repayment.  The Construction Loan shall be
paid in monthly installments of interest only based on the amount of principal
disbursed. The Permanent Loan shall be paid in monthly installments of
principal and interest sufficient to amortize the Loan over its term.  6.Loan Fees.  A non-refundable commitment fee
equal to 1% of the principal amount of the Construction Loan (the Commitment
Fee), payable to the Authority upon acceptance of this Commitment. The
Borrower also shall pay the Authoritys third party costs, including title
insurance premiums, appraisal fees, survey fees, title companys closing and
disbursement fees, environmental search charges, recording costs, and attorneys
fees and costs, as applicable (the Closing Costs).  7.Commitment Expiration Dates.  This
commitment shall expire as to the Construction Loan on March 15, 2008.
This commitment shall expire as to the Permanent Loan on December 15,
2008.  8.Security.  The Construction Loan and Permanent
Loan shall be secured by the following, all in form and substance satisfactory
to the Authority, and by such other arrangements as the Authority reasonably
may require:  a.A first deed of trust encumbering the land,
improvements and fixtures comprising the Project.  Borrower,
by execution of this Commitment, authorizes the Authority to file a financing
statement evidencing the Authoritys security interest in the personal property
and fixtures comprising the Project prior to the Loan closing and prior to
Borrowers execution of a Security Agreement with respect to such personal
property.  9.Reimbursement of Rate Lock Costs. If for any reason (a) the Construction
Loan is prepaid prior to maturity; (b) the conditions to closing the
Permanent Loan are not satisfied by Borrower prior to the Commitment Expiration
Date therefor; or (c) the amount of the Permanent Loan is reduced below
the principal amount of $6,750,000 pursuant to the terms of this Commitment,
the Borrower shall pay the Authority an amount equal to the actual costs
incurred by the Authority to cancel all or a portion of the financial
instruments purchased by the Authority in order to lock in the interest rate on
the Permanent Loan up to the amount of $6,750,000 for the benefit of the
Borrower.  2


10.Prepayment of Permanent Loan.  The
Permanent Loan may not be prepaid in whole or in part during the first seven (7) loan
years. Notwithstanding the foregoing, if the Permanent Loan is prepaid for any
reason a yield maintenance prepayment premium shall be due to the Authority.
No prepayment fee shall be due after the end of the seventh (7th)
loan year.  11.Documents.  The Authority will prepare the
closing documents and coordinate the closing with Borrower as follows. Exhibit A
to this commitment lists all applicable documents that: (i) must be
provided by the Borrower to the Authority prior to closing of each loan (the Pre-closing
Documents); and (ii) must be signed and delivered by the Borrower to the
Authority at closing of each loan (the Closing Documents). The Pre-Closing
Documents must be delivered to the Authority by the Borrower in form
satisfactory to the Authority.  When
the Pre-Closing Documents have been received and approved by the Authority, the
Authority will prepare the Closing Documents for review by the Borrower and
schedule aclosing date,
which will be no sooner than seven (7) business days after receipt of
complete and satisfactory Pre-Closing Documents and satisfaction of all closing
conditions to be completed prior to Closing.  12.Closing.  As a condition precedent to the
closing of the Construction Loan and Permanent Loan, the conditions of
paragraphs 13 and 14 below, respectively, shall have been met and each of the
applicable Closing Documents listed in Exhibit A, in form and substance
satisfactory to the Authority, shall be executed and delivered to the
Authority. In addition, at the closing of each loan, the Borrower shall pay
Closing Costs by certified or cashiers check. The Authority reserves the
right at all times to decline to close the Construction Loan and Permanent Loan
if the Authority determines, in its sole judgment, that the Borrower or the
Loan does  not strictly conform to the
requirements of this Commitment, the Authoritys  Business Finance Credit Policy (the Policy),
and the Authoritys Direct Loan Program Guidelines (the Guidelines).  The
Closing Documents shall include, without limitation the following provisions:  a.Each loan shall bear interest after default at a rate equal to four
percent (4%) per annum above the Interest Rate stated above.  b.A late charge will be assessed on all monthly installments of principal
and interest on the Loan which are paid more than fifteen (15) days late equal
to five (5%) percent of such late installment.  3


c.Borrower shall provide the Authority copies of the annual
financial statements (balance sheet and income statement) filed by it with the
United States Securities and Exchange Commission and copies of federal income
tax returns annually to the Authority which financials shall show in sufficient
detail the revenues and expenses related to the operations of Borrowers
business enterprise. In the event of any default under the Loan, the Authority
may require that the Borrower provide audited
financial statements. The Authority shall file such annual financial
statements, and Borrower shall promptly provide to the Authority for filing
such additional financial information and operating data and shall execute such
continuing disclosure undertaking within ten (10) business days after a
request by the Authority, as is deemed necessary for the Authority to comply
with Rule 15c2-12 adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934 or as is deemed desirable by the Authority
in its sole discretion.  d.The Borrower must occupy a minimum of fifty-one percent (51%) of the Project.  13.Construction
Loan Conditions.  The closing
of the Construction Loan shall be subject to the provisions of the Colorado
Housing and Finance Authority Act (the Act), the Policy, the Guidelines, and
to the following conditions:  a.Approval by the Authority of the preliminary
budget and plans and specifications for the proposed renovations to be done to
the building comprising a portion of the Project.  b.The Construction Loan shall be disbursed
pursuant to a Construction Loan Agreement between the Authority and Borrower
and a Disbursement Agreement between the Authority, Borrower and title company
insuring the Construction Loan, both in form and substance satisfactory to the
Authority. The Construction Loan Agreement will provide, among other things,
that before any disbursements are made from the Construction Loan other than
for the acquisition of the Project at Closing and prior to the commencement of
any renovation work on the Project, the Authority shall have approved the final
budget and completion schedule, schedule of values, plans and specifications,
all governmental permits and approvals, and the general contractors and
principal subcontractors contracts relating to the renovation work. The
contracts with Borrowers general contractor and principal subcontractors
shall contain a one-year warranty of all work and against latent defects. In
addition, the contracts with the  4


Borrowers
architect, general contractor and principal subcontractors shall be
collaterally assigned to the Authority.  c.Evidence satisfactory to the Authority that
the total projected as completed costs of the Project will be at least
$8,823,500 and that fifteen percent (15%) of such amount, being the required
Borrowers equity, has been expended by Borrower at Closing for acquisition of
the Project.  d.An as is appraisal of the real property
securing the Construction Loan satisfactory to the Authority showing that the
ratio of the first disbursement to be made under the Construction Loan at
closing for the acquisition of the Project to the lesser of cost or as is
appraised value does not exceed eighty-five percent (85%). Prior to the
commencement of any renovation work on the Project and further disbursements
under the Construction Loan, the Authority shall receive an as completed
appraisal of the real property securing the Construction Loan satisfactory to
the Authority showing that the ratio of the entire Construction Loan amount to
the lesser of cost or as completed appraised value does not exceed
eighty-five percent (85%).  e.Evidence satisfactory to the Authority that
the Project is and will be in compliance with applicable zoning, planning and
land use laws and regulations.  f.Evidence satisfactory to the Authority that
the Borrower and the Project are and will be in compliance with applicable
environmental laws, regulations, permits, orders or other environmental
requirements and that the real and personal property comprising the Project do
not contain hazardous wastes or other adverse environmental conditions.  g.All representations made by or on behalf of
Borrower to the Authority in connection with the Application shall be true and
correct as of the date of funding of the Loan.  h.As of the date of funding of the Construction
Loan, no change shall have occurred in the financial condition of the Borrower
or in any other aspect of the financing proposal of which the Loan is a part
which, in the judgment of the Authority, materially adversely affects the
Borrowers ability to repay the Loan or makes unreasonable or unreliable any of
the financing assumptions upon which such repayment is predicated.  5


i.No litigation shall be
pending or threatened calling into question or which, if adversely determined,
would affect (i) the creation, organization or existence of the Borrower, (ii) the
validity of the Construction Loan documents or (iii) the authority of the
Borrower to grant a mortgage on the Projects real property or a security
interest in the Projects personal property or to make or perform the Loan
documents. No proceedings shall be pending or threatened against or affecting
the Borrower which involve the possibility of materially and adversely
affecting the properties, business, prospects, profits or condition (financial
or otherwise) of the Borrower, nor shall the Borrower be in default with
respect to any order of any court, governmental authority or arbitration board
or tribunal.  j.Such
other conditions as the Authority may deem necessary or prudent to assure
repayment of the Loan or compliance with the Act, the Policy or the Guidelines.  14.Permanent
LoanConditions.  Closing of the Permanent Loan shall be
subject to the provisions of the Colorado Housing and Finance Authority Act
(the Act), the Policy, the Guidelines, and to the following conditions:  a.Completion
of the renovations to the Project free and clear of mechanics liens and claims
which could give rise to such liens, and issuance of a certificate of occupancy
and/or other applicable governmental approval with respect thereto. A temporary
certificate of occupancy may be acceptable in lieu of a certificate of
occupancy in the sole discretion of the Authority.  b.Evidence
satisfactory to the Authority that the total actual costs of the Project are at
least $8,823,500 and that fifteen percent (15%) of such amount, being the
required Borrowers equity, has been expended by Borrower.  c.Evidence
satisfactory to the Authority that the Project will be in compliance with
applicable zoning, planning and land use laws and regulations.  d.Evidence
satisfactory to the Authority that the Borrower and the Project are and will be
in compliance with applicable environmental laws, regulations, permits, orders
or other environmental requirements and that the real and personal property
comprising the Project do not contain hazardous wastes or other adverse
environmental conditions.  6


e.All
representations made by or on behalf of Borrower to the Authority in connection
with the Application shall be true and correct as of the date of funding of the
Loan.  f.As
of the date of funding of the Permanent Loan, no change shall have occurred in
the financial condition of the Borrower or in any other aspect of the financing
proposal of which the Permanent Loan is a part which, in the judgment of the
Authority, materially adversely affects the Borrowers ability to repay the
Permanent Loan or makes unreasonable or unreliable any of the financing
assumptions upon which such repayment is predicated.  h.No
litigation shall be pending or threatened calling into question or which, if
adversely determined, would affect (i) the creation, organization or existence
of the Borrower, (ii) the validity of the Permanent Loan documents or (iii) the
authority of the Borrower to grant a mortgage on the Projects real property or
a security interest in the Projects personal property or to make or perform
the Loan documents. No proceedings shall be pending or threatened against or
affecting the Borrower which involve the possibility of materially and
adversely affecting the properties, business, prospects, profits or condition
(financial or otherwise) of the Borrower, nor shall the Borrower be in default
with respect to any order of any court, governmental authority or arbitration
board or tribunal.  i.Such other conditions as the Authority may
deem necessary or prudent to assure repayment of the Loan or compliance with
the Act, the Policy or the Guidelines.  15.Assignment.  This Commitment
shall not be assignable or transferable without the prior written consent of
the Authority.  16.Environmental.  The Authority will order a Phase I Environmental to assist it in making a
determination of environmental risks in connection with this Project.  17.Survey.  The Authority will order a survey as provided
in Exhibit A to assist it
in due diligence in connection with this Project. Borrower will be provided
with a copy of the survey.  18.Reliance by Borrower and Third Parties.  This
Commitment is not intended to benefit any person or entity other than the
Borrower and no other person or entity may rely on the terms hereof. Further,
the Borrower acknowledges and agrees that (a) any survey, environmental
report, inspection, review, acceptance or other  7


due diligence
activity regarding the Project, Borrower or other matters performed by or at
the direction of the Authority, its legal counsel or consultants shall be
solely for the purpose of satisfying the Authoritys investment criteria and
may not be relied on by the Borrower or any other party in making decisions
regarding the Project or for any other reason; and (b) the Authority, its
legal counsel and consultants shall have no responsibility or liability for the
sufficiency, accuracy completeness of the items or information so inspected,
reviewed or accepted or for the environmental condition or structural soundness
of the Project.  19.Advice to Seek LegalCounsel. The Authority has advised the Borrower to obtain legal
counsel in connection with the Construction Loan and Permanent Loan.  20.Effectiveness of Commitment. This Commitment shall not become
effective unless the accompanying duplicate copy hereof is returned to the
Authority by January 18, 2008 with acceptance endorsed thereon by the
signature of an authorized representative of the Borrower, together with a
check for the Commitment Fee of $75,000, $6,600 for appraisal costs and $2,200
for environmental report costs.  Sincerely,/s/ Cris WhiteCris WhiteChief
  Operating OfficerACCEPTED:Ascent Solar
  Technologies, Inc.By:
  /s/ Ashutosh
  Misra
  
  Date:
  Jan 18th,
  2008Ashutosh
  MisraSenior Vice
  PresidentEnclosures  8


EXHIBIT A  COLORADO HOUSING AND FINANCE AUTHORITY  A.CONSTRUCTION LOAN
PRE-CLOSING DOCUMENTS.  The
Borrower must provide the following Construction Loan Pre-Closing Documents to
the Authority:  1.Evidence of hazard and liability insurance
coverage for the Borrower and Project in form and substance acceptable to the
Authority. The hazard insurance coverage must be at least in an amount equal to
the lesser of the principal amount of the Construction Loan or the full
replacement cost of the improvements as of Closing and the full value of the
personal property owned by the Borrower. The Authority reserves the right to
require specific endorsements to the hazard policy, including, but not limited
to an agreed value endorsement and non-contributory mortgagee endorsement. If
the Project is located in a government designated flood plain, flood insurance
coverage must also be acquired. Flood insurance must be in an amount at least
equal to the lesser of the principal amount of the Loan or the maximum limit of
coverage available under applicable law. The hazard insurance policy and flood
insurance policy must contain standard non-contributory mortgagee
endorsements naming the Authority as a mortgagee with respect to real property
and as a loss payee with respect to personal property. The liability insurance
policy must name the Authority as an additional named insured. Both the hazard
policy and liability policy must provide that such insurance shall not be
canceled or materially amended without 30 days prior written notice to the
Authority. Generally, evidence of insurance must be a binder on ACORD Form 75.
If an insurance policy has been issued, a copy of the policy together with a
certificate of insurance on ACORD Form 28 naming the Authority as a
mortgagee may be provided.  Prior to the
commencement of any renovation work on the Project, Borrower shall also furnish
the Authority evidence in accordance with the foregoing requirements that the
following additional insurance is in effect in form and substance satisfactory
to the Authority:  Builders All Risk Insurance.  Evidence of Borrowers builders all risk
insurance including a Completed Value Form in the amount of the renovation
work and should include Permission to Occupy Upon Completion coverage and
should not exclude risk of collapse or loss of items in transit or
stored off-site. The builders all risk policy must contain standard non-contributory
mortgagee endorsements naming the Authority as a mortgagee with respect to
real property and as a loss payee with respect to personal property.  Commercial General Liability Insurance.  Evidence of the general contractors general
liability insurance naming the Authority as an additional named insured.  1


2.Evidence that the current years insurance is
paid as of the date of closing and a paid tax certificate evidencing no unpaid
taxes due for the real property.  3.Evidence of Borrowers equity.  4.A Commitment for a mortgagees policy of
title insurance from a title company acceptable to the Authority to be ordered
by the Authority. The title commitment shall obligate the title company to
issue a standard form ALTA Mortgagee Policy in the amount of the Loan free of
encumbrances or other exceptions to title other than those approved by the
Authority. The commitment must provide for the issuance of an ALTA Form 9
endorsement and the deletion of printed exceptions except for the mechanics
lien exception as it relates to the renovation work which will be covered by
additional endorsements as the funds are disbursed under the Construction Loan.
The exception for taxes shall be limited to taxes for the year of closing and
future years and any exception for leases and tenancies shall be limited to
leases set forth on a rent roll certified by the Borrower. The Authority may
require additional endorsements in certain circumstances.  5.ALTA/ASCM Land Title Survey of the real property
meeting the following criteria: The survey must be dated within six months of
Closing. The survey must be satisfactory to the Authority and certified to the
Authority and the title company. The legal description on the survey must be
identical to the legal description in the title commitment and all recorded
easements or encroachments reflected in the title commitment must be reflected
by book and page or reception number on the survey. (To be ordered by the Authority unless agreed otherwise.)  6.Evidence that the real property is not
located in a special flood hazard area. (To be ordered by the Authority.)  7.Copies of the Articles of Incorporation of Borrower filed with the Delaware Secretary of State
and Statement of Foreign Entity Authority of Borrower filed with the Colorado
Secretary of State; a copy of the Bylaws of Borrower; a current (within 90
days) Certificate of Good Standing from the Delaware Secretary of State and
Colorado Secretary of State; and a Borrowers Resolution. The Borrowers
Resolution shall be certified as true and correct by the corporate secretary if
a meeting was held or shall be executed by all of the directors if no meeting
was held and shall designate the name and title of persons authorized to sign
the loan documents.  8. As Is
Appraisal. (The Authority will order an appraisal of the Project at Borrowers expense in accordance with the Authoritys
appraisal guidelines.)  9.A Phase I Environmental. (To be ordered by
the Authority.)  2


10.Zoning letter from the appropriate
governmental agency evidencing that the real property is appropriately zoned
for its intended use. (To be ordered by the Authority.)  B.CONSTRUCTION LOAN CLOSING
DOCUMENTS.  The Authority will provide the following
Closing Documents to the Borrower for review prior to closing of the
Construction Loan and for execution, attestation, sealing and notarization, as
appropriate, at closing:  1.Settlement Statement 2.Promissory Note 3.Deed of Trust, Security Agreement,
Financing Statement and Assignment of Rents and Leases 4.UCC-1 Financing Statement(s) 5.Borrowers Resolution 6.Construction Loan Agreement 7.Disbursement
Agreement  C.PERMANENT
LOAN PRE-CLOSING DOCUMENTS.The Borrower must
provide the following Permanent LoanPre-Closing Documents to the
Authority:  1.Evidence
of hazard and liability insurance coverage for the Borrower. The hazard insurance
coverage must be at least in an amount equal to the lesser of the principal
amount of the Loan or the full replacement cost of the improvements and the
full value of the personal property owned by the Borrower and Operating
Company. The Authority reserves the right to require specific endorsements to
the hazard policy, including, but not limited to an agreed value endorsement
and non-contributory mortgagee endorsement. If the Project is located in a
government designated flood plain, flood insurance coverage must also be
acquired. Flood insurance must be in an amount at least equal to the lesser of
the principal amount of the Loan or the maximum limit of coverage available
under applicable law. The hazard insurance policy and flood insurance policy
must contain standard non-contributory mortgagee endorsements naming the
Authority as a mortgagee with respect to real property and as a loss payee with
respect to personal property. The liability insurance policy must name the
Authority as an additional named insured. Both the hazard policy and liability
policy must provide that such insurance shall not be canceled or materially
amended without 30 days prior written notice to the Authority. Generally,
evidence of insurance must be a binder on ACORD Form 75. If an insurance
policy has been issued, a copy of the policy together with a certificate of insurance
on ACORD Form 28 naming the Authority as a mortgagee may be provided.  2.Evidence that the current years insurance is
paid as of the date of closing and a paid tax certificate evidencing no unpaid
taxes due for the real property.  3


3.Certificate
of Occupancy and/or other necessary governmental approvals for the completion
of renovations in the Project and occupancy of the Project.  4.Evidence
of Borrowers equity.  5.A
Commitment for a mortgagees policy of title insurance from a title company
acceptable to the Authority. The Authority will order the title insurance
commitment if requested by the Borrower. The title commitment shall obligate
the title company to issue a standard form ALTA Mortgagee Policy in the amount
of the Loan free of encumbrances or other exceptions to title other than those
approved by the Authority. The commitment must provide for the issuance of an
ALTA Form 9 endorsement and the deletion of printed exceptions. The
exception for taxes shall be limited to taxes for the year of closing and
future years and any exception for leases and tenancies shall be limited to
leases set forth on a rent roll certified by the Borrower. The Authority may
require additional endorsements in certain circumstances.  6.Update
of the ALTA/ASCM Land Title Survey Improvement Survey provided obtained prior
to closing the Construction Loan if it is determined necessary by the Authority
to show any renovations made to the Project outside of the footprint of the
building comprising part of the Project. (To be ordered by the Authority unless
agreed otherwise.)  8.Copies
of the Articles of Incorporation of Borrower filed with the Delaware Secretary
of State and Statement of Foreign Entity Authority of Borrower filed with the
Colorado Secretary of State; a copy of the Bylaws of Borrower; a current
(within 90 days) Certificate of Good Standing from the Delaware Secretary of
State and Colorado Secretary of State; and a Borrowers Resolution. The
Borrowers Resolution shall be certified as true and correct by the corporate
secretary if a meeting was held or shall be executed by all of the directors if
no meeting was held and shall designate the name and title of persons
authorized to sign the loan documents.  D.PERMANENT LOANCLOSINGDOCUMENTS.
The Authority will provide the following Closing Documents to the Borrower for
review prior to closing and for execution, attestation, sealing and
notarization, as appropriate, at closing:  1.Settlement Statement 2.Promissory Note 3.Deed
of Trust, Security Agreement, Financing Statement and Assignment of Rents and
Leases 4.UCC-1
Financing Statement(s) 5.Borrowers
Resolution  4