SOLAR
      THIN FILMS, INC.

    EMPLOYEE
      NONSTATUTORY STOCK OPTION AGREEMENT

     

    
      

      

    

    This
      Stock Option Agreement ("Agreement")
      is
      made and entered into as of the date set forth below, by and between
SOLAR
      THIN FILMS, INC.,
      a
      Delaware corporation (the "Company"),
      and
      Csaba Toro ("Optionee")

    


    In
      consideration of the covenants herein set forth, the parties hereto agree as
      follows:

    


    1.
      Option
      Information.

    
      	
              (a)

            	
              Date
                of Option:

            	
              October
                31, 2006

            
	
              (b)

            	
              Optionee:

            	
              Csaba
                Toro

            
	
              (c)

            	
              Number
                of Shares:

            	
              3,000,000

            
	
              (d)

            	
              Exercise
                Price:

            	
              $1.36
                per share

            


    

    


    2.
      Acknowledgements.
      The
      Board has authorized the granting to Optionee of a stock option ("Option")
      to
      purchase shares of common stock of the Company ("Stock")
      upon
      the terms and conditions hereinafter stated and pursuant to an exemption from
      registration under the Securities Act of 1933, as amended (the "Securities
      Act")
      provided by Section 4(2) thereunder.

    


    3.
      Shares;
      Price.
      Company
      hereby grants to Optionee the right to purchase, upon and subject to the terms
      and conditions herein stated, the number of shares of Stock set forth in Section
      1(c) above (the "Shares")
      for
      cash (or on a cashless basis) at the price per Share set forth in Section 1(d)
      above (the "Exercise
      Price");
      provided,
      however,
      the
      Optionee shall only be permitted to sell 83,334 shares (the “Earned
      Option Shares”)
      of
      common stock of the Company, on a public or private basis, that have been issued
      upon exercise of the Option per month. Such sales shall be cumulative. For
      example, upon the completion of three (3) months of employment with the Company,
      the Optionee will be permitted to sell 250,002 shares of common stock of the
      Company that have been issued upon exercise of the Option. In the event that
      the
      Optionee is terminated for Cause, upon death or disability as set forth in
      Section 4.2 of Employment
      Agreement entered by and between the Company and Optionee dated September 15,
      2006 (the “Employment
      Agreement”)
      or
      the
      Optionee terminates the Agreement pursuant to Section 4.4 of the Employment
      Agreement, then the Option shall terminate and all shares of common stock that
      are not considered Earned Option Shares shall be immediately cancelled without
      any further action of the Company. All shares issued upon exercise of the Option
      shall be affixed with a legend stating that they are restricted

    


    4.
      Term
      of Option; Continuation of Service.
      This
      Option shall expire, and all rights hereunder to purchase the Shares shall
      terminate, ten (10) years from the date hereof unless the Optionee is terminated
      for Cause pursuant to Section 4 of the Employment Agreement entered by and
      between the Company and Optionee dated September 15, 2006. 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    5.
      Exercise.
      This
      Option shall be exercised by delivery to the Company of (a) written notice
      of
      exercise stating the number of Shares being purchased (in whole shares only)
      and
      such other information set forth on the form of Notice of Exercise attached
      hereto as Appendix
      A,
      (b) a
      check or cash in the amount of the Exercise Price of the Shares covered by
      the
      notice (or such other consideration as has been approved by the Board of
      Directors) and (c) a written investment representation as provided for in
      Section 9 hereof. This Option shall not be assignable or transferable and shall
      be exercisable only by Optionee during his or her lifetime. 

    


    At
      any
      time, the Optionee may, in his sole discretion, exercise this Option in whole
      or
      in part and, in lieu of making the cash payment otherwise contemplated to be
      made to the Company upon such exercise in payment of the Exercise Price, elect
      instead to receive upon such exercise the "Net Number" of shares of Common
      Stock
      determined according to the following formula:

    


    Net
      Number = (A
      x
      B) - (A x C)

    B

    


    For
      purposes of the foregoing formula:

    


    A=
      the
      total number of shares with respect to which this Warrant is then being
      exercised.

    


    B=
      the
      closing sale price of the shares of common stock (as reported by Bloomberg)
      on
      the date immediately preceding the date of Notice of Exercise.

    


    C=
      the
      Exercise Price then in effect at the time of such exercise.

    


    6.
      No
      Rights as Shareholder.
      Optionee
      shall have no rights as a shareholder with respect to the Shares covered by
      any
      installment of this Option until the effective date of issuance of the Shares
      following exercise of this Option, and no adjustment will be made for dividends
      or other rights for which the record date is prior to the date such stock
      certificate or certificates are issued.

    


    7.
      Recapitalization.
      Subject
      to any required action by the shareholders of the Company, the number of Shares
      covered by this Option, and the Exercise Price thereof, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares resulting
      from a subdivision or consolidation of shares.

    


    Subject
      to any required action by the shareholders of the Company, if the Company shall
      be the surviving entity in any merger or consolidation, this Option thereafter
      shall pertain to and apply to the securities to which a holder of Shares equal
      to the Shares subject to this Option would have been entitled by reason of
      such
      merger or consolidation, and the installment provisions of Section 5 shall
      continue to apply.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    In
      the
      event of a change in the shares of the Company as presently constituted, which
      is limited to a change of all of its authorized Stock without par value into
      the
      same number of shares of Stock with a par value, the shares resulting from
      any
      such change shall be deemed to be the Shares within the meaning of this
      Option.

    


    To
      the
      extent that the foregoing adjustments relate to shares or securities of the
      Company, such adjustments shall be made by the Board, whose determination in
      that respect shall be final, binding and conclusive. Except as hereinbefore
      expressly provided, Optionee shall have no rights by reason of any subdivision
      or consolidation of shares of Stock of any class or the payment of any stock
      dividend or any other increase or decrease in the number of shares of stock
      of
      any class, and the number and price of Shares subject to this Option shall
      not
      be affected by, and no adjustments shall be made by reason of, any dissolution,
      liquidation, merger, consolidation or sale of assets or capital stock, or any
      issue by the Company of shares of stock of any class or securities convertible
      into shares of stock of any class.

    


    The
      grant
      of this Option shall not affect in any way the right or power of the Company
      to
      make adjustments, reclassifications, reorganizations or changes in its capital
      or business structure or to merge, consolidate, dissolve or liquidate or to
      sell
      or transfer all or any part of its business or assets.

    


    8.
      Investment
      Intent; Restrictions on Transfer.

    


    (a)
      Optionee represents and agrees that if Optionee exercises this Option in whole
      or in part, Optionee will in each case acquire the Shares upon such exercise
      for
      the purpose of investment and not with a view to, or for resale in connection
      with, any distribution thereof; and that upon such exercise of this Option
      in
      whole or in part, Optionee shall furnish to the Company a written statement
      to
      such effect, satisfactory to the Company in form and substance. 

    


    (b)
      Optionee further represents that Optionee has had access to the financial
      statements or books and records of the Company, has had the opportunity to
      ask
      questions of the Company concerning its business, operations and financial
      condition, and to obtain additional information reasonably necessary to verify
      the accuracy of such information

    


    (c)
      Unless and until the Shares represented by this Option are registered under
      the
      Securities Act, all certificates representing the Shares and any certificates
      subsequently issued in substitution therefor and any certificate for any
      securities issued pursuant to any stock split, share reclassification, stock
      dividend or other similar capital event shall bear legends in substantially
      the
      following form:

    


    
      	 	
              THESE
                SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER
                THE
                SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE
                OR
                SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST
                THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
                IN THE
                ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
                SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS
                THEREFROM.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    THESE
      SECURITIES ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE EMPLOYMENT AGREEMENT
      ENTERED BY AND BETWEEN THE COMPANY AND THE HOLDER DATED SEPTEMBER 15, 2006
      AND
      THEREFORE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN
      THE
      ABSENCE OF A LEGAL OPINION STATING THAT SUCH RESTRICTIONS SET FORTH IN SUCH
      EMPLOYMENT AGREEMENT ENTERED BY AND BETWEEN THE COMPANY AND THE HOLDER DO NOT
      PREVENT THE HOLDER FROM SELLING DISPOSING OF SUCH SECURITIES.

    


    and/or
      such other legend or legends as the Company and its counsel deem necessary
      or
      appropriate. Appropriate stop transfer instructions with respect to the Shares
      have been placed with the Company's transfer agent.

     

    9.
      Notices.
      Any
      notice required to be given pursuant to this Option shall be in writing and
      shall be deemed to be delivered upon receipt or, in the case of notices by
      the
      Company, five (5) days after deposit in the U.S. mail, postage prepaid,
      addressed to Optionee at the address last provided by Optionee.

    


    10.
      Applicable
      Law.
      This
      Option has been granted, executed and delivered in the State of New York, and
      the interpretation and enforcement shall be governed by the laws thereof and
      subject to the exclusive jurisdiction of the courts therein.

    


    In
      Witness Whereof,
      the
      parties hereto have executed this Option as of the date first above
      written.

    


    
      	
              COMPANY:
                

            	
              SOLAR
                THIN FILMS, INC.,

              a
                Delaware corporation

               

              By:
                /s/Robert Rubin

              Name:
                Robert Rubin

              Title: CEO

            
	 	 
	 	 
	
              OPTIONEE:

            	
              By: 
                /s/Csaba
                Toro

              (signature)

              Name:
                Csaba
                Toro

            


    

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Appendix
      A

    


    NOTICE
      OF EXERCISE

    


    SOLAR
      THIN FILMS, INC.

    ______________________

    ______________________

    


    Re:
      Stock
      Option

    


    Notice
      is
      hereby given pursuant to Section 5 of my Stock Option Agreement that I elect
      to
      purchase the number of shares set forth below at the exercise price set forth
      in
      my option agreement:

    


    Stock
      Option Agreement dated: ____________

    


    
      	__	
              a
                "Cash
                Exercise"
                with respect to _________________ Option Shares;
                and/or

            


    

    


    
      	__	
              a
                "Cashless
                Exercise"
                with respect to _______________ Option
                Shares.

            


    

    


    


    In
      the
      event of a Cash Exercise, a check in the amount of the aggregate price of the
      shares being purchased is attached.

    


    I
      hereby
      confirm that such shares are being acquired by me for my own account for
      investment purposes, and not with a view to, or for resale in connection with,
      any distribution thereof. I will not sell or dispose of my Shares in violation
      of the Securities Act of 1933, as amended, or any applicable federal or state
      securities laws. Further, I understand that the exemption from taxable income
      at
      the time of exercise is dependent upon my holding such stock for a period of
      at
      least one year from the date of exercise and two years from the date of grant
      of
      the Option.

    


    I
      understand that the certificate representing the Option Shares will bear a
      restrictive legend within the contemplation of the Securities Act and as
      required by such other state or federal law or regulation applicable to the
      issuance or delivery of the Option Shares.

    


    
      	
               

              By: 
                ____________________________

              (signature)

              Name:
                __________________________

            


    

    


    
      
        
        

      

      
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