SECOND
AMENDMENT

    


    To

    


    MASTER
SETTLEMENT AGREEMENT

    


    Among

    


    SOLAR
THIN FILMS, INC.

    


    KRAFT
ELEKTRONIKAI ZRT

    


    ZOLTAN
KISS

    


    AMELIO
SOLAR, INC

    


    And

    


    RNEWABLE
ENERGY SOLUTIONS, INC.

    Dated
as of December 4, 2009

    


    -and-

    


    SECOND
AMENDMENT TO AUGUST 12, 2008 STOCK PURCHASE AGREEMENT

    


    among

    


    SOLAR
THIN FILMS, INC.

    


    ZOLTAN
KISS

    


    MARLA
GABRIELLA KISS

    


    And

    


    GREGORY
JOSEPH KISS

    


    Dated
as of December 22, 2008

    


    -and-

    


    TERMINATION
OF STRATEGIC ALLIANCE AND CROSS LICENSE AGREEMENT

    


    by
and among

    


    SOLAR
THIN FILMS, INC.

    


    KRAFT
ELEKTRONIKAI  ZRT

    


    And

    


    AMELIO
SOLAR, INC.

    Dated
as of August 12, 2008

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    THIS SECOND AMENDMENT (“Second
Amendment”) is made and entered into
and effective as of this 4th day of
December 2009 to amend certain of the terms of a MASTER SETTLEMENT AGREEMENT,
dated as of August 12, 2008 (the “Master Settlement
Agreement”) and a STOCK
PURCHASE AGREEMENT, dated as of August 12, 2008 (as amended December 22,
2008) (the “Purchase
Agreement”, and to terminate a  Strategic Alliance and Cross
License Agreement dated as of August 12, 2008,  (Collectively the
“Prior Agreements”).  This
Amendment is made and entered into by and among SOLAR THIN FILMS, INC., a
Delaware corporation (the “Company” or “STF”); KRAFT ELEKTRONKAI ZRT, a
corporation organized and existing under the laws of Hungary  (“Kraft”);
AMELIO SOLAR, INC., a
Delaware corporation (“Amelio”);
RENEWABLE ENERGY SOLUTIONS,
INC., a Delaware corporation (“RESI”);
and ZOLTAN KISS, an individual (“Z.
Kiss”), MARLA GABRIELLA KISS, an individual (“M. KISS”) and GREGORY JOSEPH KISS, an
individual (“G.
Kiss”).

    


    Z. Kiss, M. Kiss and G. Kiss are
hereinafter sometimes referred to as the “Sellers” and the
Company, Kraft, Amelio, RESI and the Sellers are hereinafter sometimes
individually referred to as a “Party”
and collectively as the “Parties.”
Except as otherwise defined herein, capitalized terms and terms in quotes shall
have the same meaning as are defined in the Settlement Agreement and the
Purchase Agreement.  Due to the merger of RESI and Amelio as of
January 2009 all references to RESI shall be deemed to refer to
Amelio.

    


    1.    Amendment
to Definitions.

    


    
      	
               
      

            	
              (a)

            	
              The
      definition of “Outside
      Closing Date” as defined in Article I of the Settlement Agreement
      is hereby amended and superseded in its entirety by the
      following:

            


    

    


    “Outside Closing Date. The term
“Outside Closing Date” shall mean 5:00 p.m. (Eastern Standard Time) on December
4, 2009.”

    


    
      	
               
      

            	
              (b)

            	
              The
      definition of “RESI
      Debt” as defined in Article I of the Settlement Agreement is hereby
      amended and superseded in its entirety by the
  following:

            


    

    


    “RESI
Debt. The term “RESI Debt” means the net amount of indebtedness, not to
exceed $831,863 owed by RESI to the Company or its Affiliates as of the Closing
Date; together with accrued interest thereon”.

    


    
      	
               
      

            	
              (c)

            	
              The
      definition of “ RESI Debt Settlement Deliverables” as defined in Article I
      of the Settlement Agreement is hereby amended and superseded in its
      entirety by the following:

            


    

    


    “RESI Debt
Settlement Deliverables.  The term “RESI Debt Settlement
Deliverables” means the documents specified in Section 2.4 to be
delivered by Z. Kiss, M. Kiss, and G. Kiss and Amelio on or before December 31,
2009 and at or following the Closing Date.”

    


    2.     Amendment
to RESI Debt Settlement Payment and Deliverables

    


           Section
2.4 of the Master Settlement Agreement is hereby deleted in its entirety, and
the following Section 2.4 is substituted in lieu thereof.

    


            “2.4  RESI Debt
Settlement Payment and Deliverables.    The parties
hereto acknowledge that as of the date of this Agreement, RESI is currently
indebted to the Company or its Subsidiary in the principal amount of $
831,863.00 in respect to the RESI Debt. Such RESI Debt shall be fully and
finally satisfied as follows:

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Z.
      Kiss hereby surrenders all of his STF shares (2, 000,000 post-split) to
      STF.

            


    

    


    
      	
               
      

            	
              (b)

            	
              An
      option is hereby granted to STF or its assignee/ designee to buy all or
      any part of the STF shares held by both M. Kiss (1,018,400 post-split) and
      G. Kiss (810,000 post-split) for a period of one year from the date of
      execution of this Amendment Agreement or one year from the date that all
      stock certificates held by G. Kiss and M. Kiss have been received by the
      escrow agent (see 2.4(d)), whichever is later. The exercise of such option
      may be had in whole or in part and in multiple transactions provided that
      no single transaction shall involve less than 100,000 shares while either
      M. Kiss or G. Kiss holds more than 100,000 shares.  For a period
      of nine (9) months, that option will be at a fixed price of $0.30 (30
      cents) per share.  Any shares not purchased by STF or its
      assignee/ designee at the end of said 9 month term may be purchased for
      the higher of 30 cents per share or 75% of the then public trading price
      of STF shares as of the close of the market or the day before payment is
      made for an additional period of three (3) months. Any shares not
      purchased during this one year period shall become free trading shares and
      the restrictive legend thereupon shall be
  removed

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      and all STF stock certificates held by Z. Kiss shall be delivered to STF
      upon the closing of this Amendment Agreement, signed in
      blank, accompanied by stock powers signed in blank,
      dated  as of the closing date and with signatures of the record
      holder duly guaranteed by a national bank or member firm of the New York
      Stock Exchange.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Any
      and all stock certificates held by G. Kiss and M. Kiss shall be delivered
      within thirty (30) days of this Amendment Agreement to Steven H. Gifis,
      Attorney in Fact, as escrow agent, accompanied by stock powers signed in
      blank and with signatures of the record holders duly guaranteed by a
      national bank or member firm of the New York Stock Exchange. Said
      certificates shall be held in escrow by Steven H. Gifis. until purchased
      by STF or its assignee/designee or for a period of one year after the
      execution date of this Amendment Agreement. Upon receipt of such
      certificates, Steven H. Gifis, shall certify his receipt of same, and his
      agreement to serve as escrow agent for one year, in writing, to STF at its
      below noted corporate address. Said certification of Steven H. Gifis shall
      be an essential term and condition of this Second
    Amendment.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Z.
      Kiss, G. Kiss and M. Kiss hereby personally guarantee and warrant that ,
      as of the closing date, their respective shares in STF are free and clear
      of any and all liens, mortgages, adverse claims, charges, security
      agreements or interests, or other liens or encumbrances of any kind or
      description and G. Kiss and M. Kiss further warrant that they will take no
      actions to cause or permit the creation of any lien or encumbrance to be
      placed on or against their STF stock for the entire one year option
      period.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Any
      rights, options or warrants held by Sellers or any of them to acquire
      common stock of the company and unexercised as of the closing date,
      whether vested, unvested, exercisable or otherwise, are hereby cancelled
      and rendered null and void, ab
    initio

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              3.0

            	
              Prior
      Agreements

            


    

    


    
      	
            	
              (a)

            	
              The
      Strategic Alliance and
      Cross-License Agreement by and among Solar Thin Films, Inc., Kraft
      Elektronikai ZRT and Amelio Solar Inc., dated as of August 12, 2008, is
      hereby cancelled.

            


    

    


    
      	
            	
              (b)

            	
              Any
      provisions in the Master
      Settlement Agreement among Solar Thin Films, Inc., Kraft
      Elektronikai ZRT, Zoltan Kiss, Amelio Solar, Inc., and Renewable Energy
      Solutions, Inc., dated as of August 12, 2008, inconsistent with or
      superseded by this Amendment Agreement are hereby rendered and declared to
      be null, void and of no further effect as of the effective date of this
      Amended Agreement.

            


    

    


    
      	
            	
              (c)

            	
              The
      Stock Purchase
      Agreement among Solar Thin Films, Inc., Zoltan Kiss, Marla
      Gabriella  Kiss and Gregory Joseph Kiss, dated August 12, 2008,
      and the Amendment to same dated December 22, 2008 are hereby rendered and
      declared to be null, void and of no further force or effect as of the
      effective date of this Amendment Agreement except that the
      portion of said Agreement canceling all indebtedness owed to Robert M.
      Rubin and the Rubin Family Irrevocable Trust by Nanergy Solar, Inc. and
      the surrender of any and all equity interest of the Rubin Family
      Irrevocable Trust in Nanergy remain fully effective , valid and
      binding.

            


    

    


    
      	
            	
              (d)

            	
              All
      other, different and prior agreements between and among the parties
      including but not limited to the Cooperative R & D Contract dated
      December 19, 2006 between RESI and STF, the Marketing and Turn-on Contract
      between RESI and STF dated January 30, 2007 and the Consulting Agreement
      between Z. Kiss and STF have either expired or are hereby rendered and
      declared to be null, void and of no further force and effect as of the
      effective date of this Amendment
Agreement.

            


    

    


    
      	
              4.0

            	
              Consent
      to  Jurisdiction. Each of the Parties do hereby
      irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court
      of the State of New York sitting in New York County, and (b) the United
      States District Court for the Southern District of New York, for the
      purposes of any suit, action or other proceeding arising out of this
      Agreement.  Each of the Parties irrevocably consent to service
      of process out of such courts in any action or proceeding by the mailing
      of copies thereof by registered or certified mail, postage prepaid, or by
      recognized overnight courier or delivery service, to the Parties at their
      respective addresses set forth herein. Each of the Parties irrevocably
      waives any objection which it may now or hereafter have to the laying of
      venue of any of the aforesaid actions or proceedings arising out of or in
      connection with this Agreement brought in the courts referred to above and
      hereby further irrevocably waives and agrees, to the full extent permitted
      by Applicable Law, not to plead or claim in any such court that any such
      action or proceeding brought in any such court has been brought in any
      inconvenient forum.

            


    

     

    
      	
              4.1

            	
              Governing Law.
      This Agreement shall be governed by and construed in accordance with the
      internal laws of the State of New York applicable to agreements made and
      to be performed entirely within the State of New York, without regard to
      the conflicts of law principles of such
state.

            


    

     

    
      	
              5.0

            	
              Severability. If any provision
      of this Agreement or the application of any such provision to any Person
      or circumstance shall be held invalid, illegal or unenforceable in any
      respect by a court of competent jurisdiction, such invalidity, illegality
      or unenforceability shall not affect any other provision hereof and the
      Parties hereto shall negotiate in good faith to modify this Agreement, so
      as to effect the original intent of the Parties as closely as possible in
      a mutually acceptable manner in order that the transactions contemplated
      hereby may be consummated as originally
  contemplated.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


     

    
      	
              6.0

            	
              Waiver. Waiver of any term
      or condition of this Agreement by any Party shall only be effective if in
      a writing signed by the Party against whom such waiver is asserted. Any
      such waiver shall not be construed as a waiver of any subsequent breach or
      failure of the same term or condition, or a waiver of any other term of
      this Agreement. No failure or delay by any Party in exercising any right,
      power or privilege hereunder shall operate as a waiver thereof nor shall
      any single or partial exercise thereof preclude any other or further
      exercise thereof or the exercise of any other right, power or
      privilege.

            


    

    


    
      	
              7.0

            	
              Notices.  All
      notices and other communications given under this Agreement shall be in
      writing  and shall be deemed duly given (a) on the date of
      delivery, if delivered personally, (b) on the date of transmission, if
      sent via facsimile transmission to the facsimile number given below, and
      telephonic or written confirmation of receipt is obtained promptly after
      completion of transmission, (c) the Business Day after the date of
      delivery to a reputable and recognized next-day express courier service,
      or (d) three (3) Business Days after (or, in the case of a notice or
      communication sent overseas, ten (10) Business Days after) being mailed by
      registered or certified mail (return receipt requested), postage prepaid,
      to the Parties at the following addresses ( or at such other address for a
      party as shall be specified by like
notice):

            


    

    


    
      
        	
                If
      to STF, to:

              	
                Solar
      Thin Films, Inc.

              
	 
      	
                116
      John Street, Suite# 1120

              
	 
      	
                New
      York, NY 10038

              
	 
      	
                Attn:
      Gary Maitland, Esq.

              
	 
      	
                         Vice
      President &

              
	 
      	
                         General
      Counsel

              
	 
      	
                Tel:
      (212) 629-4970

              
	 
      	
                Fax:
      (212) 268-0544

              
	 
      	
                Email:Gary.Maitland@solarthinfilms.com

              
	 
      	 
      
	
                With
      a required copy to:

              	
                Hodgon
      Russ LLP

              
	 
      	
                1540
      Broadway

              
	 
      	
                New
      York, New York 10036

              
	 
      	
                Attention:  Stephen
      A. Weiss, Esq.

              
	 
      	
                Tel:
      (212) 751-4300

              
	 
      	
                Facsimile:
      (212) 751-0928

              
	 
      	
                Email:
      sweiss@hodgonruss.com

              
	 
      	 
      
	
                If
      to Amelio , to:

              	
                Amelio
      Solar, Inc.

              
	 
      	
                200
      Ludlow Drive, Suite C

              
	 
      	
                Ewing,
      NJ 08638

              
	 
      	
                Attention:
      Zoltan J. Kiss, CEO

              
	 
      	
                Tel:
      (609) 434-0600

              
	 
      	
                Facsimile:
      (609) 434-0602

              
	 
      	
                Email:
      zjkts@aol.com

              
	 
      	 
      
	
                With
      a required copy to:

              	
                Day
      Pitney LLP

              
	 
      	
                7
      Times Square Tower

              
	 
      	
                New
      York, New York 10036

              
	 
      	
                Attention:
      Sabino (Rod) Rodriguez, III

              


      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        	
                If
      to Z. Kiss, G. Kiss or M. Kiss to:

              	
                Steven
      H. Gifis, Attorney In Fact

              
	 
      	
                2705
      Main Street

              
	 
      	
                Lawrence,
      NJ 08648

              
	 
      	
                Tel:
      609-937-0484

              
	 
      	
                Fax:
      609-434-0602

              
	 
      	
                Email:
      shg68@aol.com

              


      

    

    


    IN WITNESS WHEREOF, the
Parties have caused this Amendment to be duly executed as of the date first
written above.

    


    
      
        
          	 
      	
                  AMELIO
      SOLAR, INC. (for itself and RESI)

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Zoltan J.
      Kiss

                
	 
      	
                  Name:  Zoltan
      J. Kiss

                
	 
      	
                  Title:
      Chief Executive Officer

                
	 
      	 
      
	 
      	
                  /s/ Zoltan J.
      Kiss

                
	 
      	
                  ZOLTAN
      J. KISS

                
	 
      	 
      
	 
      	
                  /s/ Gregory Joseph
      Kiss

                
	 
      	
                  GREGORY
      JOSEPH KISS

                
	 
      	 
      
	 
      	
                  /s/ Marla Gabriella
      Kiss

                
	 
      	
                  MARLA
      GABRIELLA KISS

                
	 
      	 
      
	 
      	
                  SOLAR
      THIN FILMS, INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert M.
      Rubin

                
	 
      	
                  Name:
      Robert M. Rubin

                
	 
      	
                  Title:
      Chief Executive Officer

                
	 
      	 
      
	 
      	
                  KRAFT
      ELEKTRONKAI ZRT

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert M.
      Rubin

                
	 
      	
                  Name:
      Robert M. Rubin

                
	 
      	
                  Title:
      Chairman

                
	 
      	 
      
	 
      	
                  /s/ Robert M.
      Rubin

                
	 
      	
                  ROBERT
      M. RUBIN

                
	 
      	 
      
	 
      	
                  THE
      RUBIN FAMILY IRREVOCABLE STOCK TRUST

                
	 
      	 
      
	 
      	
                  /s/ Margery
      Rubin

                
	 
      	
                  By:

                	
                  Margery
      Rubin, Trustee

                


        

      

    

     

    
      
         


      

      
        6