solar
      thin power, inc.

    


    SUBSCRIPTION
      AGREEMENT

    


    


    October
      24, 2007

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      
        TABLE
          OF CONTENTS

      

       

      
        	 	 	
                Page

              
	 	 	 
	
                1.

              	
                AGREEMENT
                  TO SELL AND SUBSCRIPTION

              	
                2

              
	
                2.

              	
                INTENTIONALLY
                  LEFT BLANK

              	
                2

              
	
                3.

              	
                CLOSING,
                  DELIVERY AND PAYMENT

              	
                2

              
	 	
                3.1

              	
                CLOSING

              	
                2

              
	 	
                3.2

              	
                DELIVERY

              	
                2

              
	
                4.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE COMPANY

              	
                2

              
	 	
                4.1

              	
                ORGANIZATION,
                  GOOD STANDING AND QUALIFICATION

              	
                2

              
	 	
                4.2

              	
                SUBSIDIARIES

              	
                2

              
	 	
                4.3

              	
                CAPITALIZATION;
                  VOTING RIGHTS

              	
                2

              
	 	
                4.4

              	
                AUTHORIZATION;
                  BINDING OBLIGATIONS

              	
                3

              
	 	
                4.5

              	
                LIABILITIES

              	
                3

              
	 	
                4.6

              	
                AGREEMENTS;
                  ACTION

              	
                3

              
	 	
                4.7

              	
                OBLIGATIONS
                  TO RELATED PARTIES

              	
                3

              
	 	
                4.8

              	
                TITLE
                  TO PROPERTIES AND ASSETS; LIENS, ETC.

              	
                3

              
	 	
                4.9

              	
                VALID
                  OFFERING

              	
                3

              
	 	
                4.10

              	
                FULL
                  DISCLOSURE

              	
                3

              
	
                5

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE SUBSCRIBERS

              	
                4

              
	 	
                5.1

              	
                REQUISITE
                  POWER AND AUTHORITY

              	
                4

              
	 	
                5.2

              	
                INVESTMENT
                  REPRESENTATIONS

              	
                4

              
	 	
                5.3

              	
                SUBSCRIBER
                  BEARS ECONOMIC RISK

              	
                4

              
	 	
                5.4

              	
                ACQUISITION
                  FOR OWN ACCOUNT

              	
                4

              
	 	
                5.5

              	
                SUBSCRIBER
                  CAN PROTECT ITS INTEREST

              	
                4

              
	 	
                5.6

              	
                ACCREDITED
                  INVESTOR

              	
                4

              
	 	
                5.7

              	
                RISK
                  FACTORS

              	
                4

              
	
                6.

              	
                COVENANTS
                  OF THE COMPANY

              	
                4

              
	 	
                6.1

              	
                USE
                  OF FUNDS

              	
                4

              
	 	
                6.2

              	
                TAXES

              	
                4

              
	 	
                6.3

              	
                BOOKS
                  AND RECORDS

              	
                5

              
	 	
                6.4

              	
                PROPERTIES

              	
                5

              
	
                7.

              	
                COVENANTS
                  OF THE COMPANY AND SUBSCRIBERS REGARDING
                  INDEMNIFICATION

              	
                5

              
	 	
                7.1

              	
                COMPANY
                  INDEMNIFICATION

              	
                5

              
	 	
                7.2

              	
                SUBSCRIBER'S
                  INDEMNIFICATION

              	
                5

              
	
                8.

              	
                REGISTRATION
                  RIGHTS

              	
                5

              
	
                9.

              	
                ANTI-DILUTION

              	
                9

              
	
                10.

              	
                MISCELLANEOUS

              	
                5

              
	 	
                10.1

              	
                GOVERNING
                  LAW

              	
                5

              
	 	
                10.2

              	
                ENTIRE
                  AGREEMENT

              	
                6

              
	 	
                10.3

              	
                AMENDMENT
                  AND WAIVER

              	
                6

              
	 	
                10.4

              	
                DELAYS
                  OR OMISSIONS

              	
                6

              
	 	
                10.5

              	
                NOTICES

              	
                6

              
	 	
                10.6

              	
                ATTORNEYS'
                  FEES

              	
                6

              
	 	
                10.7

              	
                TITLES
                  AND SUBTITLES

              	
                7

              
	 	
                10.8

              	
                COUNTERPARTS

              	
                7

              
	 	
                10.9

              	
                CONSTRUCTION

              	
                7

              




    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SOLAR
      THIN POWER, INC.

    SUBSCRIPTION
      AGREEMENT

     

    This
      Subscription Agreement (the
      “Agreement”)
      is made
      and entered by and between Solar
      Thin Power, Inc.,
      a
      Nevada corporation (the “Company”
      or “Solar Thin Power)
      and
      Solar Thin Films, Inc., a Delaware corporation (the “Majority
      Stockholder”),
      and
      the Subscribers listed on Exhibit A hereto (the "Subscriber")
      as of
      the date set forth on the signature page.

     

    Recitals

     

    Whereas,
      the
      Company is a majority owned subsidiary of the Majority Stockholder, a company
      which specializes in the design and construction of high-tech turn-key
      production facilities and equipment related to solar photovoltaic (PV) thin-film
      manufacturing;

     

    Whereas,
      the
      Company is seeking investment; 

     

    Whereas,
      the
      Company has authorized for sale of a minimum/maximum of 3,000,000 to 5,000,000
      units (the “Units”),
      at a
      price of $1.00 per Unit, for a $3,000,000 to $5,000,000 minimum/maximum offering
      with each Unit consisting of two shares of common stock, (the “Common
      Stock”)
      $.001
      par value per share of the Company, and one series E common stock purchase
      warrant (the “Warrants”)
      of the
      Majority Stockholder (the
      shares of common stock of the Company contained in the Units including the
      shares of common stock issuable upon exercise of the Warrants are hereinafter
      collectively referred to as the “Securities”);

     

    WHEREAS,
      the
      offering shall commence on the date hereof and shall continue for a period
      of 30
      days and the Company reserves the right to extend the Offering period for an
      additional 30 days;

     

    WHEREAS,
      the
      Company may offer the Units through broker-dealers who are members of the
      National Association of Securities Dealers, Inc. (“NASD”); provided,
      however,
      sales
      made directly to investors by officers or directors of the Company, no
      commission or any other form of remuneration will be paid;

     

    Whereas,
      the
      offering will be offered by the Company on a “best efforts, all or none” basis
      with respect to the initial 3,000,000 Units (the “Minimum Offering”) and on a
“best efforts” basis with respect to the balance of the offering;

     

    Whereas,
      the
      minimum investment is $100,000 (100,000 Units) which may be reduced at the
      sole
      discretion of the Company;

     

    Whereas,
      Subscriber desires to Subscribe for the number of Units set forth on Exhibit
      A
      hereto; and

     

    Whereas,
      the
      Company desires to issue and sell the Units to Subscriber on the terms and
      conditions set forth herein.

    


     

    Agreement

     

    Now,
      Therefore,
      in
      consideration of the foregoing recitals and the mutual promises,
      representations, warranties and covenants hereinafter set forth and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1. Agreement
      to Sell and Subscribe. Pursuant
      to the terms and conditions
      set
      forth in this Agreement, as of the date hereof the Subscriber hereby agrees
      to
      purchase, and the Company hereby agrees to issue and sell to the Subscribers,
      the number of Units and for the consideration as set forth next to the
      Subscriber's name on Exhibit A (“Purchase Price”).
      The
      Unit
      Subscription shall be known as the “Offering.”

     

    2. Commissions. The
      Company may offer the Units through broker-dealers who are members of the NASD.
      On sales made directly to investors by officers or directors of the Company,
      no
      commission or any other form of remuneration will be paid. On sales made by
      members of the NASD, the Company may pay a commission of 10% of the principal
      amount of each Unit sold of the gross proceeds of this offering. If any
      broker-dealer is retained to sell any of the Units and no estimate can be made
      on the number of broker-dealers, if any, who may participate in this offering.
      In the event that commissions are paid, they will not exceed ten percent (10%)
      of the offering for a maximum amount of commissions of $500,000. 

     

    3. Closing,
      Delivery and Payment.

     

    3.1 Closing.
      All
      funds
      received from subscribers will be directly deposited with Sichenzia Ross
      Friedman Ference, LLP into their escrow account until the Minimum Offering
      is
      achieved. Upon acceptance of this Agreement by the Company, the Subscriber
      shall
      deliver funds equal to the Purchase Price.
      No
      escrow account will be used in connection with this offering. The Company cannot
      guarantee that it will be able to raise adequate funds in this offering to
      implement its business plan. In the event that the Company does not raise
      adequate funds and the Subscriber has invested in the Company, then the
      Subscriber’s investment may be lost entirely. 

     

    3.2 Delivery.
      Within a
      reasonable time after receipt of the Purchase Price by the Company, subject
      to
      the terms and conditions hereof, the Company will deliver to the Subscriber
      certificates representing the shares of common stock of the Company and the
      Warrants in the form attached hereto as Exhibit “B”, in the applicable amount,
      and each shall have the appropriate Rule 144 restrictive legends.

     

    4. Representations
      and Warranties of the Company.

     

    The
      Company hereby represents and warrants to the Subscriber as of the date of
      this
      Agreement as set forth below (such representations and warranties do not lessen
      or obviate the representations and warranties of the Subscriber set forth in
      this Agreement).

     

    4.1 Organization,
      Good Standing and Qualification.
      The
      Company is a Nevada corporation duly organized, validly existing, in good
      standing. The Company has the necessary corporate power and authority to own
      and
      operate its properties and assets, to execute and deliver this Agreement and
      all
      other agreements referred to herein (collectively, the "Related
      Agreements"),
      to
      issue and sell the Units and to carry out the provisions of this Agreement
      and
      the Related Agreements and to carry on its business as presently conducted
      and
      as presently proposed to be conducted. The Company is duly qualified and is
      authorized to do business and is in good standing as a foreign corporation
      in
      all jurisdictions in which the nature of its activities and of its properties
      (both owned and leased) makes
      such qualification necessary, except for those jurisdictions in which failure
      to
      do so would not have a material adverse effect on the Company or its
      business.

     

    4.2 Subsidiaries.
      The
      Company does not own or control any other interest of any other corporation,
      limited partnership or other business entity that
      represents more than fifty percent (50%) of the voting power of that
      corporation, limited partnership or other business entity (“Subsidiary”).
      

     

    4.3 Capitalization;
      Voting Rights.

     

    (a) As
      of the
      present date, the Company has 64,500,000 shares of common stock issued and
      outstanding. In
      the
      event that all the Units are sold in this Offering, the maximum number of shares
      of common stock of the Company that will be issued and outstanding after this
      offering shall consist of 74,500,000. 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    (b) Other
      than shares of common stock reserved for issuance under the Units being sold
      pursuant to this Agreement (including shares of common stock issuable upon
      exercise of warrants), there are no outstanding options, warrants, rights
      (including conversion or preemptive rights and rights of first refusal), proxy
      or stockholder agreements, or arrangements or agreements of any kind for
      the
      issuance
      of shares of common stock of the Company.

     

    (c) The
      rights, preferences, privileges and restrictions of the Securities are as stated
      in the Certificate of Incorporation (the "Charter").
      When
      issued in compliance with the provisions of this Agreement and the Company's
      Charter, the Securities and the Warrants will be validly issued, fully paid
      and
      nonassessable, and will be free of any liens or encumbrances; provided,
      however,
      that
      the Securities may be subject to restrictions on transfer under state and/or
      federal interest laws as set forth herein or as otherwise required by such
      laws
      at the time a transfer is proposed.

     

    4.4 Authorization;
      Binding Obligations.
      All
      corporate action on the part of the Company, its officers, directors and
      stockholders necessary for the authorization of this Agreement and the Related
      Agreements, the performance of all obligations of the Company hereunder and
      the
      authorization, sale, issuance and delivery of the Units pursuant hereto and
      the
      Related Agreements has been taken or will be taken. The Agreement and the
      Related Agreements, when executed and delivered, will be valid and binding
      obligations of the Company enforceable in accordance with their terms, except
      (a) as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other laws of general application affecting enforcement of
      creditors' rights, and (b) as limited by general principles that restrict
      the availability of equitable remedies. 

     

    4.5 Liabilities.
      The
      Company has no material liabilities and, to the best of its knowledge, knows
      of
      no material contingent liabilities, except current liabilities incurred in
      the
      ordinary course of business which are not, either in any individual case or
      in
      the aggregate, material.

     

    4.6 4.6
      Agreements; Action. Except
      as
      contemplated by the terms of this Agreement or any other agreements to be
      entered into between the Company and the Subscriber, there are no agreements,
      understandings, instruments, contracts, proposed transactions, judgments,
      orders, writs or decrees to which the Company is a party or to its knowledge
      by
      which it is bound which may provide for (i) obligations (contingent or
      otherwise) of, or payments to, the Company in excess of $250,000 (other than
      obligations of, or payments to, the Company arising from Subscription or sale
      agreements entered into in the ordinary course of business), or (ii) the
      transfer or license of any patent, copyright, trade secret or other proprietary
      right to or from the Company (other than licenses arising from the Subscription
      of "off the shelf" or other standard products), or (iii) provisions
      restricting the development, manufacture or distribution of the Company's
      products or services, or (iv) indemnification by the Company with respect
      to infringements of proprietary rights.

     

    4.7 Valid
      Offering.
      Assuming
      the accuracy of the representations and warranties of the Subscriber contained
      in this Agreement, the offer, sale and issuance of the Units will be exempt
      from
      the registration requirements of the Securities Act of 1933, as amended (the
      "Securities
      Act"),
      and
      will have been registered or qualified (or are exempt from registration and
      qualification) under the registration, permit or qualification requirements
      of
      all applicable state laws. Neither the Company nor any agent on its behalf
      has
      solicited or will solicit any offers to sell or has offered to sell or will
      offer to sell the Units to any person or persons so as to bring the sale of
      such
      Units by the Company within the registration provisions of the Securities Act
      or
      any state securities laws.

     

    4.8 Full
      Disclosure.
      The
      Company has provided the Subscriber with all information requested by the
      Subscriber in connection with its decision to Subscribe for the Units. Neither
      this Agreement, the exhibits and schedules hereto, the Related Agreements nor
      any other document delivered by the Company to Subscriber or its attorneys
      or
      agents in connection herewith or therewith or with the transactions contemplated
      hereby or thereby, contain any untrue statement of a material fact nor omit
      to
      state a material fact necessary in order to make the statements contained herein
      or therein not misleading. To the Company's knowledge, there are no facts which
      (individually or in the aggregate) materially adversely affect the business,
      assets, liabilities, financial condition, prospects or operations of the Company
      that have not been set forth in the Agreement, the exhibits and schedules
      hereto, the Related Agreements or in other documents delivered to Subscriber
      or
      its attorneys or agents in connection herewith.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    5. Representations
      and Warranties of the Subscriber.

     

    The
      Subscriber hereby represents and warrants to the Company with respect to itself
      or himself as follows (such representations and warranties do not lessen or
      obviate the representations and warranties of the Company set forth in this
      Agreement):

     

    5.1 Requisite
      Power and Authority.
      Subscriber
      has all necessary power and authority under all applicable provisions of law
      to
      execute and deliver this Agreement and the Related Agreements and to carry
      out
      their provisions. All action on Subscriber's part required for the lawful
      execution and delivery of this Agreement and the Related Agreements have been
      or
      will be effectively taken prior to the sale of the Units pursuant to this
      Agreement. Upon their execution and delivery, this Agreement and the Related
      Agreements will be valid and binding obligations of Subscriber, enforceable
      in
      accordance with their terms, except as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other laws of general application
      affecting enforcement of creditors' rights.

     

    5.2 Investment
      Representations.
      Subscriber understands that the Units are being offered and sold pursuant to
      an
      exemption from registration contained in the Securities Act based in part upon
      Subscriber's representations contained in this Agreement. 

     

    5.3 Subscriber
      Bears Economic Risk.
      Subscriber has substantial experience in evaluating and investing in private
      placement transactions in companies similar to the Company so that it is capable
      of evaluating the merits and risks, including the risks listed on Schedule
      5.7,
      of its
      investment in the Company and has the capacity to protect its own interests.
      Subscriber must bear the economic risk of this investment until the Units are
      sold
      by
      Subscriber.
      Subscriber is not a broker, broker dealer or an affiliate of a broker
      dealer.

     

    5.4 Acquisition
      for Own Account.
      Subscriber is acquiring the Units for Subscriber's own account for investment
      only, and not with a view towards their distribution.

     

    5.5 Subscriber
      Can Protect Its Interest.
      Subscriber represents that by reason of its, or of its management's, business
      or
      financial experience, Subscriber has the capacity to protect its own interests
      in connection with the transactions contemplated in this Agreement, and the
      Related Agreements. Further, Subscriber is aware of no publication of any
      advertisement in connection with the transactions contemplated in the
      Agreement.

     

    5.6 Accredited
      Investor.
      Subscriber represents that it is an accredited investor within the meaning
      of
      Regulation D under the Securities Act.

     

    5.7 Risk
      Factors. Subscriber
      represents that it has read and fully understands the risks associated with
      the
      Company and the Units listed on Schedule
      5.7.

    


    6. Covenants
      of the Company.  The
      Company covenants and agrees with the Subscriber as follows:

     

    6.1 Use
      of Funds.
      The
      Company undertakes to use the proceeds of the Subscriber's funds for working
      capital and the development of solar power projects throughout the
      world.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    6.2 Taxes.  
      The
      Company will promptly pay and discharge, or cause to be paid and discharged,
      when due and payable, all lawful taxes, assessments and governmental charges
      or
      levies imposed upon the income, profits, property or business of the Company;
      provided, however, that any such tax, assessment, charge or levy need not be
      paid if the validity thereof shall currently be contested in good faith by
      appropriate proceedings and if the Company shall have set aside on its books
      adequate reserves with respect thereto, and provided, further, that the Company
      will pay all such taxes, assessments, charges or levies forthwith upon the
      commencement of proceedings to foreclose any lien which may have attached as
      security therefor.

     

    6.3 Books
      and Records.  The
      Company will keep true records and books of account in which full, true and
      correct entries will be made of all dealings or transactions in relation to
      its
      business and affairs in accordance with generally accepted accounting principles
      applied on a consistent basis.

     

    6.4 Properties.
      The
      Company will keep its properties in good repair, working order and condition,
      reasonable wear and tear excepted, and from time to time make all needful and
      proper repairs, renewals, replacements, additions and improvements thereto;
      and
      the Company will at all times comply with each provision of all leases to which
      it is a party or under which it occupies property if the breach of such
      provision could reasonably be expected to have a material adverse effect on
      the
      Company.

     

    7. Covenants
      of the Company and Subscriber Regarding Indemnification. 

     

    7.1 Company
      Indemnification.
      The
      Company agrees to indemnify, hold harmless, reimburse and defend Subscriber,
      each of Subscriber's officers, directors, agents, affiliates, control persons,
      and principal shareholders, against any claim, cost, expense, liability,
      obligation, loss or damage (including reasonable legal fees) of any nature,
      incurred by or imposed upon the Subscriber which results, arises out of or
      is
      based upon (i) any misrepresentation by Company or breach of any warranty by
      Company in this Agreement or in any exhibits or schedules attached hereto or
      any
      Related Agreement, or (ii) any breach or default in performance by Company
      of
      any covenant or undertaking to be performed by Company hereunder, or any other
      agreement entered into by the Company and Subscriber relating
      hereto.

     

    7.2 Subscriber's
      Indemnification. Subscriber
      agrees to indemnify, hold harmless, reimburse and defend the Company and each
      of
      the Company’s officers, directors, agents, affiliates, control persons and
      principal stockholders, at all times against any claim, cost, expense,
      liability, obligation, loss or damage (including reasonable legal fees) of
      any
      nature, incurred by or imposed upon the Company which results, arises out of
      or
      is
      based upon (a) any misrepresentation by Subscriber or breach of warranty by
      Subscriber in this Agreement or in any exhibits or schedules attached hereto
      or
      any Related Agreement; or (b) any breach or default in performance by Subscriber
      of any covenant or undertaking to be performed by Subscriber hereunder, or
      any
      other agreement entered into by the Company and Subscriber relating
      hereto.

     

    8. Registrations
      Rights/Put Option.
      The
      Company hereby undertakes to complete a PCAOB audit and file a registration
      statement (the “Registration Statement”) on Form SB-2 (or an alternative if the
      Company is not eligible to file a Form SB-2) with the SEC registering the shares
      of common stock within eighteen (18) months (the “Listing Date”) of the Closing,
      and use its best efforts to have the Registration Statement declared effective.
      In the event that Company is not a publicly listed company by the Listing Date,
      the purchasers, at their option, may require the Majority Stockholder, to
      acquire half of the shares of common stock of the Company from the Subscribers
      purchased in this Offering for the aggregate Purchase Price (the “Put Option”).
      In order to effectuate the Put Option, the Subscriber shall have 30 calendar
      days after the Listing Date to notify the Majority Stockholder of its intent
      to
      sell its shares of common stock to the Majority Stockholder. Upon receipt of
      such notice, the Company shall make the required payment pursuant to the Put
      Notice with 60 calendar days of receipt of such notice. 

     

    9.
       Intentionally
      left blank.

    


    10. Miscellaneous

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    10.1
      Governing Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. Both parties
      and
      the individuals executing this Agreement and other agreements on behalf of
      the
      Company agree to submit to the jurisdiction of such courts and waive trial
      by
      jury. The prevailing party shall be entitled to recover from the other party
      its
      reasonable attorney's fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement. 

     

    10.2
      Entire Agreement.
      This
      Agreement, the exhibits and schedules hereto, the Related Agreements and the
      other documents delivered pursuant hereto constitute the full and entire
      understanding and agreement between the parties with regard to the subjects
      hereof and no party shall be liable or bound to any other in any manner by
      any
      representations, warranties, covenants and agreements except as specifically
      set
      forth herein and therein.

     

    10.3
      Amendment and Waiver.

     

    (a) This
      Agreement may be amended or modified only upon the written consent of the
      Company and the Subscriber.

     

    (b) The
      obligations of the Company and the rights of the holders of the Units under
      the
      Agreement may be waived only with the written consent of such holders of the
      Units. 

     

    10.4 Delays
      or Omissions.
      It
      is
      agreed that no delay or omission to exercise any right, power or remedy accruing
      to any party, upon any breach, default or noncompliance by another party under
      this Agreement or the Related Agreements, shall impair any such right, power
      or
      remedy, nor shall it be construed to be a waiver of any such breach, default
      or
      noncompliance, or any acquiescence therein, or of or in any similar breach,
      default or noncompliance thereafter occurring. It is further agreed that any
      waiver, permit, consent or approval of any kind or character on the Subscriber's
      part of any breach, default or noncompliance under this Agreement, the Interest
      or the Related Agreements or any waiver on such party's part of any provisions
      or conditions of the Agreement, or the Related Agreements must be in writing
      and
      shall be effective only to the extent specifically set forth in such writing.
      All remedies, either under this Agreement, the Interest or the Related
      Agreements, by law or otherwise afforded to any party, shall be cumulative
      and
      not alternative.

     

    10.5
      Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b) when sent by confirmed telex or facsimile if sent during normal
      business hours of the recipient, if not, then on the next business day,
      (c) five days after having been sent by registered or certified mail,
      return receipt requested, postage prepaid, or (d) one day after deposit
      with a nationally recognized overnight courier, specifying next day delivery,
      with written verification of receipt. All communications shall be sent to the
      Company at the address as set forth on the signature page hereof.

     

    10.6 Attorneys'
      Fees.
      In the
      event that any suit or action is instituted to enforce any provision in this
      Agreement, the prevailing party in such dispute shall be entitled to recover
      from the losing party all fees, costs and expenses of enforcing any right of
      such prevailing party under or with respect to this Agreement, including,
      without limitation, such reasonable fees and expenses of attorneys and
      accountants, which shall include, without limitation, all fees, costs and
      expenses of appeals. 

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    10.7 Titles
      and Subtitles.
      The
      titles of the sections and subsections of the Agreement are for convenience
      of
      reference only and are not to be considered in construing this
      Agreement.

     

    10.8 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

    10.9 Construction.
      Each
      party acknowledges that its legal counsel participated in the preparation of
      this Agreement and, therefore, stipulates that the rule of construction that
      ambiguities are to be resolved against the drafting party shall not be applied
      in the interpretation of this Agreement to favor any party against the
      other. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    In
      Witness Whereof,
      the
      parties hereto have executed the Subscription
      Agreement
      as of
      ________, 2007.

     

    


     

    
      	
              COMPANY:

               

              Solar
                thin power, inc.

               

              By:___________________________________________

              Name:

              Title:

              Address:

            	
              SUBSCRIBER:

               

               

               

              By:___________________________________________

              Name:
                

              Address:

            
	
               

               

            	
            
	
              COMPANY:

               

              Solar
                thin Films, inc.

               

              By:___________________________________________

              Name:
                

              Title:
                

              Address: 

               

            	
               

               

               

            


    

    


     

    
 

    
      [Securities
        Purchase Agreement Signature Page]

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    List
      of Exhibits and schedules

     

    Exhibit
      A
      Schedule of Subscribers

    Exhibit
      B
      Form of Warrant

    


    


    


    Schedule
      5.7  Risk
      Factors

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      A

     

    SCHEDULE
      OF SUBSCRIBERS

     

    


     

    
      	 	 	 	 
	 	 	 	 
	
               

              Subscriber

            	
               

              Purchase
                Price

            	
               

              Number
                of Units

            	
              Aggregate
                

              Purchase
                Price

            
	 	
              $

            	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    


    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      B

     

    


     

    


     

    


     

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      5.7

    Risk
      Factors

    


    You
      should carefully consider the risks described below as well as other information
      provided to you in this document, including information in the section of this
      document entitled “Information Regarding Forward Looking Statements.” The risks
      and uncertainties described below are not the only ones facing the Company.
      Additional risks and uncertainties not presently known to the Company or that
      the Company currently believes are immaterial may also impair the Company’s
      business operations. If any of the following risks actually occur, the Company’s
      businesses, financial condition or results of operations could be materially
      adversely affected, the value of the Company common stock could decline, and
      you
      may lose all or part of your investment.

    


    Risks
      Related to Our Business

    
      	 	
              As
                a start-up or development stage company, an investment in our company
                is
                considered a high risk investment whereby you could lose your entire
                investment.

            


    

    


    We
      have
      just commenced operations and, therefore, we are considered a “start-up” or
“development stage” company.  We have never owned and/or operated solar
      power plants.  We will incur significant expenses in order to implement our
      business plan.  As an investor, you should be aware of the difficulties,
      delays and expenses normally encountered by an enterprise in its development
      stage, many of which are beyond our control, including unanticipated
      developmental expenses, inventory costs, employment costs, and advertising
      and
      marketing expenses.  We cannot assure you that our proposed business plan
      will materialize or prove successful, or that we will ever be able to operate
      profitably.  If we cannot operate profitably, you could lose your entire
      investment

      

    
      	 	
              Solar
                Thin Power has not generated revenues and it may never achieve
                profitability. 

            


    

     

    The
      Company has not generated any revenues since its inception on October 18, 2007.
      Our existence is dependent upon management’s ability to develop profitable
      operations. We cannot assure you that the Company can achieve or sustain
      profitability in the future. Solar Thin Power’s operations are subject to the
      risks and competition inherent in the establishment of a business enterprise.
      There can be no assurance that future operations will be profitable. Revenues
      and profits, if any, will depend upon various factors, including our ability
      to
      develop viable solar power plants and achieve market acceptance. The Company
      may
      not achieve its business objectives and the failure to achieve such goals would
      have an adverse impact on our Company. These matters raise substantial doubt
      about the Company’s ability to continue as a going concern.

     

    
      	 	
              Evaluating
                our business and future prospects may be difficult due to the rapidly
                changing market landscape.


            


    

     

    There
      is
      limited historical information available about our company upon which you can
      base your evaluation of our business and prospects. 

     

    The
      market we are addressing is rapidly evolving and is experiencing technological
      advances and new market entrants. Our future success will require us to scale
      our manufacturing capacity significantly beyond the capacity of our
      manufacturing facility, and our business model and technology are unproven
      at
      significant scale. We have limited experience upon which to predict whether
      it
      will be successful. As a result, you should consider our business and prospects
      in light of the risks, expenses and challenges that we will face as an
      early-stage company seeking to develop and manufacture new products in a growing
      and rapidly evolving market.

     

    
      	
               

            	
              We
                are unable to predict when any facility will be completed, what our
                costs
                will be or, consequently, whether Solar Thin Power will be profitable.
                

            


    

     

    Development
      of solar power facilities is an inherently risky activity, subject to
      significant uncertainties and a lengthy development cycle. Uncertainties and
      risks include those relating to costs and availability of supplies and labor,
      fluctuations in the prices available for the sale of facility output and timing
      of completion of construction. Furthermore, obtaining the large number of
      agreements, permits and approvals necessary to develop, install, operate and
      manage any of solar power facilities, as well as to market the energy and other
      co-products and to provide necessary related resources and services, involves
      a
      long development cycle and decision-making process. Solar Thin Power may be
      required to enter into or obtain some or all of the following in connection
      with
      the development of its facilities: 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
               

            	
              •

            	
               

            	
              Site
                agreements; 

            


    

     

    
      	
               

            	
              •

            	
               

            	
              Supply
                contracts; 

            


    

     

    
      	
               

            	
              •

            	
               

            	
              Design/build
                or other construction-related agreements;


            


    

     

    
      	
               

            	
              •

            	
               

            	
              Power
                sales contracts; 

            


    

     

    
      	
               

            	
              •

            	
               

            	
              Various
                co-product sales agreements; 

            


    

    


    


    
      	 	
              Technological
                changes in the solar power industry could render our solar power
                facilities es uncompetitive or obsolete, which could reduce our market
                share and cause our sales to decline.


            


    

     

    Our
      failure to further refine our technology and develop and introduce the next
      generation of solar power facilities could cause our products to become
      uncompetitive or obsolete, which could reduce our market share and cause our
      sales to decline. The solar power industry is rapidly evolving and competitive.
      We will need to invest significant financial resources in research and
      development to keep pace with technological advances in the solar power industry
      and to effectively compete in the future. We believe that a variety of competing
      solar power technologies are under development by other companies that could
      result in lower manufacturing costs or higher product performance than those
      utilized in the development of our solar power facilities. Our development
      efforts may be rendered obsolete by the technological advances of others and
      other technologies may prove more advantageous for the commercialization of
      solar power products.

     

    
      	
               

            	
              We
                face risks associated with the marketing, development and sale of
                our
                ability to develop solar power plant facilities internationally,
                and if we
                are unable to effectively manage these risks, it could impair our
                ability
                to expand our business abroad.


            


    

     

    To
      date,
      Solar Thin Power has yes to develop solar power plant. We expect to seek to
      develop solar power plant facilities on an international basis. It will require
      significant management attention and financial resources to successfully develop
      our international sales channels either internally or externally. In addition,
      the marketing, development and sale of our solar power plant internationally
      could expose us to a number of markets with which we have limited experience.
      If
      we are unable to effectively manage these risks, it could impair our ability
      to
      grow our business abroad. These risks include:

     

    
      	
              -  

            	
              Difficult
                and expensive compliance with the commercial and legal requirements
                of
                international markets, with which we have only limited
                experience;

            


    

     

    
      	
              -  

            	
              Inability
                to obtain, maintain or enforce intellectual property
                rights;

            


    

     

    
      	
              -  

            	
              encountering
                trade barriers such as export requirements, tariffs, taxes and other
                restrictions and expenses, which could affect the competitive pricing
                of
                our solar power plant facilities;

            


    

     

    
      	
              -  

            	
              difficulty
                in recruiting and retaining individuals skilled in international
                business
                operations; and

            


    

     

    
      	
              -  

            	
              difficulty
                of enforcing revenue collection
                internationally.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    We
      expect
      that a portion of our international sales will be denominated in United States
      dollars. As a result, increases in the value of the United States dollar
      relative to foreign currencies would cause our products to become less
      competitive in international markets and could result in limited, if any, sales
      and profitability.

     

    Furthermore,
      in the development of our facilities in foreign markets, we may encounter legal
      restrictions, commercial restrictions and incur taxes and other expenses to
      establish our manufacturing facilities in certain countries. In addition, we
      may
      potentially forfeit, voluntarily or involuntarily, foreign assets due to
      economic or political instability in the countries where our local manufacturing
      facilities are located.

     

    
      	
               

            	
              We
                may not be able to successfully develop and commercialize our solar
                thin
                power plant facilities which would result in continues losses and
                may
                require us to curtail or cease
                operations

            


    

     

    We
      have
      not generated any revenues and we are unable to project when we will achieve
      profitability, if at all. As is the case with any new technology, we expect
      the
      development process to continue. We cannot assure that our engineering resources
      will be able to modify the product fast enough to meet market requirements.
      We
      can also not assure that our product will gain market acceptance and that we
      will be able to successfully commercialize the technologies. The failure to
      successfully develop and commercialize the technologies passed its current
      stage
      would result in continued losses and may require us to curtail or cease
      operations

     

    
      	
               

            	
              We
                do not maintain theft or casualty insurance and only maintain modest
                liability and property insurance coverage and therefore we could
                incur
                losses as a result of an uninsured
                loss.

            


    

     

    We
      do not
      maintain theft or casualty insurance and we have modest liability and property
      insurance coverage. We cannot assure that we will not incur uninsured
      liabilities and losses as a result of the conduct of our business. Any such
      uninsured or insured loss or liability could have a material adverse affect
      on
      our results of operations.

     

    
      	
               

            	
              The
                failure to develop strategic relationships used in the development
                and
                marketing of our products, could impede our ability to develop our
                solar
                power plant facilities and result in a material adverse effect causing
                the
                business to suffer.

            


    

     

    We
      have
      established a plan of operations under which we rely on a strategic relationship
      with strategic partners, which provides marketing, installation and software
      development services. A loss of any of these relationships for any reason could
      cause us to experience difficulties in completing the further development of
      our
      product and implementing our business strategy. There can be no assurance that
      we could establish other relationships of adequate expertise in a timely manner
      or at all.

     

    
      	
               

            	
              We
                may need to raise additional capital which may not be available on
                acceptable terms or at all

            


    

     

    The
      Company currently anticipates that its available cash resources will be
      sufficient to meet its presently anticipated working capital and capital
      expenditure requirements for at least the next twelve months. The Company may
      have future acquisitions or capital expenditures that could potentially exceed
      available funds. Therefore, the Company may need to raise additional funds
      in
      order to support more rapid expansion, acquire complementary businesses or
      technologies or take advantage of unanticipated opportunities through public
      or
      private financing, strategic relationships or fulfill our research and
      development plans or other arrangements. There can be no assurance that such
      additional funding, if needed, will be available on terms acceptable to the
      Company, or at all. If adequate funds are not available on acceptable terms,
      the
      Company may be unable to develop or enhance its products or take advantage
      of
      future opportunities either of which could have a material adverse effect on
      the
      Company's business, results of operations and financial condition and may reduce
      our ability to continue to conduct business operations. Any additional
      equity financing may involve substantial dilution to our then existing
      shareholders.

     

    
      	
               

            	
              Our
                operating results are likely to fluctuate
                significantly

            


    

     

    As
      a
      result of our limited operating history and the rapidly changing nature of
      the
      markets in which Solar Thin Power competes, our quarterly and annual revenues
      and operating results are likely to fluctuate from period to period. These
      fluctuations may be caused by a number of factors, many of which are beyond
      our
      control. These factors include the following, as well as others discussed
      elsewhere in this section:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              -  

            	
              how
                and when we introduce new products and services and enhance our existing
                products and services;

            


    

      

    
      	
              -  

            	
              our
                ability to attract and retain new customers and satisfy our customers'
                demands;

            


    

     

    
      	
              -  

            	
              the
                timing and success of our brand-building and marketing
                campaigns;

            


    

     

    
      	
              -  

            	
              our
                ability to establish and maintain strategic
                relationships;

            


    

     

    
      	
              -  

            	
              our
                ability to attract, train and retain key
                personnel;

            


    

     

    
      	
              -  

            	
              the
                emergence and success of new and existing
                competition;

            


    

     

    
      	
              -  

            	
              varying
                operating costs and capital expenditures related to the expansion
                of our
                business operations and infrastructure, domestically and internationally,
                including the hiring of new
                employees;

            


    

     

    
      	
              -  

            	
              changes
                in the mix of products and services that we sell to our
                customers;

            


    

     

    
      	
              -  

            	
              costs
                and effects related to the acquisition of businesses or technology
                and
                related integration; and

            


    

     

    
      	
              -  

            	
              costs
                of litigation and intellectual property
                protection.

            


    

     

    In
      addition, because the market for our products and services is relatively new
      and
      rapidly changing, it is difficult to predict future financial
      results.

     

    For
      these
      reasons, you should not rely on period-to-period comparisons of our financial
      results, if any, as indications of future results. Our future operating results
      could fall below the expectations of public market analysts or investors and
      significantly reduce the market price of our common stock. Fluctuations in
      our
      operating results will likely increase the volatility of our stock
      price.

     

    
      	
               

            	
              Loss
                of Peter Lewis or Robert Rubin, our executive officers and directors
                could
                impair our ability to
                operate.

            


    

     

    If
      we
      lose our key employees, Peter Lewis or Robert Rubin, or are unable to attract
      or
      retain qualified personnel, our business could suffer. Our success is highly
      dependent on our ability to attract and retain qualified management personnel.
      We are highly dependent on our management who are all critical to the
      development of our financing arrangements, technologies and business. The
      employment agreement entered with Mr. Lewis, Mr. Rubin and our company is for
      a
      term of three years through October 2010. The loss of the services of Messrs.
      Lewis or Rubin could have a material adverse effect on our operations. If we
      were to lose any one of these individuals, we may experience difficulties in
      competing effectively, developing our technology and implementing our business
      strategies or financing arrangements. We do not have key man life insurance
      in
      place for any person working for us.

     

     

    
      	 	
              There
                is no public market for our common stock.
                

            


    

     

    At
      the
      present time, there is no public market for our common stock. 

     

    
      	 	
              We
                have not paid cash dividends in the past and do not expect to pay
                cash
                dividends in the future. Any return on investment may be limited
                to the
                value of our stock.

            


    

     

    We
      have
      never paid cash dividends on our stock and do not anticipate paying cash
      dividends on our stock in the foreseeable future. The payment of cash dividends
      on our stock will depend on our earnings, financial condition and other business
      and economic factors affecting us at such time as the board of directors may
      consider relevant. If we do not pay cash dividends, our stock may be less
      valuable because a return on your investment will only occur if our stock price
      appreciates.