EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    This
      EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated October 31, 2006 (the
“Effective Date”) by and between Solar Thin Films, Inc., a Delaware corporation
      (the “Company”), and Csaba Toro, an individual (the “Executive”).

    


    The
      Company desires to employ the Executive, and the Executive wishes to accept
      such
      employment with the Company, upon the terms and conditions set forth in this
      Agreement.

    


    NOW
      THEREFORE, in consideration of the foregoing facts and mutual agreements set
      forth below, the parties, intending to be legally bound, agree as
      follows:

    


    1. Employment.
      The
      Company hereby agrees to employ Executive, and Executive hereby accepts such
      employment and agrees to perform Executive’s duties and responsibilities in
      accordance with the terms and conditions hereinafter set forth.

    


    1.1 Duties
      and Responsibilities.
      Executive shall serve as Chief Executive Officer. During the Employment Term
      (as
      defined below), Executive shall perform all duties and accept all
      responsibilities incident to such positions and other appropriate duties as
      may
      be assigned to Executive by the Company’s Board of Directors from time to time.
      The Company shall retain full direction and control of the manner, means and
      methods by which Executive performs the services for which he is employed
      hereunder and of the place or places at which such services shall be rendered.
      

    


    1.2 Employment
      Term.
      The
      term of Executive’s employment under this Agreement shall commence as of the
      Effective Date and shall continue for 36 months, unless earlier terminated
      in
      accordance with Section 4 hereof. The term of Executive’s employment shall be
      automatically renewed for successive one (1) year periods until the Executive
      or
      the Company delivers to the other party a written notice of their intent not
      to
      renew the “Employment Term,” such written notice to be delivered at least sixty
      (60) days prior to the expiration of the then-effective “Employment Term” as
      that term is defined below. The period commencing as of the Effective Date
      and
      ending 36 months thereafter or such later date to which the term of Executive’s
      employment under the Agreement shall have been extended by mutual written
      Agreement is referred to herein as the “Employment Term.”

    


    1.3 Extent
      of Service.
      During
      the Employment Term, Executive agrees to use Executive’s best efforts to carry
      out the duties and responsibilities under Section 1.1 hereof and to devote
      substantially all Executive’s business time, attention and energy thereto.
      Executive further agrees not to work either on a part-time or independent
      contracting basis for any other business or enterprise during the Employment
      Term without the prior written consent of the Company’s Board of Directors (the
“Board”), which consent shall not be unreasonably withheld.

    


    1.4 Base
      Salary.
      The
      Company shall pay Executive a base salary (the “Base Salary”) at the annual rate
      of $200,000 (U.S.), payable at such times as the Company customarily pays its
      other senior level executives (but in any event no less often than monthly).
      The
      Base Salary shall be subject to all state, federal, and local payroll tax
      withholding and any other withholdings required by law. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.5 Shares
      of Common Stock.
      The
      Company shall issue Executive shares of common stock of the Company valued
      at
      $100,000 (U.S.) per year, which shall be issued on a quarterly basis. The number
      of shares of to be issued on a quarterly basis shall be determined by dividing
      $100,000 (U.S.) by $1.36 (the average closing bid price for the 20 trading
      days
      immediately prior to the Effective Date)(the “Issuance Price”), which quotient
      shall in turn be divided by four. The Issuance Price shall remain in effect
      during the Employment Term and for any extension period. 

    


    1.6 Compensation
      Pursuant to the Executive Officer Compensation Plan.
      Executive shall be eligible to participate in the Company’s Executive Officer
      Incentive Plan (the “Incentive Plan”), attached hereto as Exhibit
      A,
      as
      adopted by the Board of Directors of the Company. The Company’s Compensation
      Committee, or the Board of Directors in absence of the Compensation Committee,
      shall establish the formula to be used to determine the amount of the
      compensation to be paid to the Executive under the Incentive Plan. 

    


    1.7 Options.
      The
      Company’s Board will make an initial grant of options to the Executive as
      follows:

    


    (a) an
      incentive ten year option, in the form attached hereto as Exhibit
      B
      (the
“Option”), to purchase up to 3,000,000 additional shares of common stock at an
      exercise price equal to the Issuance Price, which shall be exercisable on a
      cashless basis and vest immediately; provided,
      however,
      the
      Executive 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 Executive 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 Executive is terminated for Cause (as defined below),
      upon
      death or disability as set forth in Section 4.2 of this Agreement or the
      Executive terminates the Agreement pursuant to Section 4.4 of this 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;
      and

    


    
      
         

      

      
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    (b) The
      option agreement will contain a provision that in the event there shall have
      been a Change in Control (as defined below) of the Company while the Executive
      is an employee of the Company and the Executive’s employment by the Company
      thereafter shall have been terminated by the Company (the “Termination Date”) or
      by the Executive for Good Reason (as defined below), within two years of the
      date upon which the Change in Control shall have occurred, unless such
      termination is as a result of (i) the Executive’s death; (ii) the Executive’s
      Disability; (iii) the Executive’s Retirement (termination in accordance with the
      Company’s Retirement Plan applicable to its
      employees or in accordance with any other retirement arrangements which have
      been entered into with the Executive) or (iv) the Executive’s termination for
      Cause, all unvested stock options shall immediately and irrevocably vest and
      the
      exercise period of such options shall be automatically extended to the later
      of
      the longest period permitted by the Company’s stock option plans or ten years
      following the Termination Date. For purposes of the option agreement, a “Change
      in Control” shall be deemed to have occurred if (i) there shall be consummated
      (A) any consolidation or merger of the Company in which the Company is not
      the
      continuing or surviving corporation or pursuant to which shares of the Company’s
      Common Stock would be converted into cash, securities or other property, other
      than a merger of the Company in which the holders of the Company’s Common Stock
      immediately prior to the merger have substantially the same proportionate
      ownership of common stock of the surviving corporation immediately after the
      merger, or (B) any sale, lease, exchange or other transfer (in one transaction
      or a series of related transactions) of all or substantially all the assets
      of
      the Company; (ii) the stockholders of the Company shall approve any plan or
      proposal for the liquidation or dissolution of the Company, or (iii) any person
      (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange
      Act of 1934 (the “Exchange Act”)), other than the Company or any employee
      benefit plan sponsored by the Company, shall become the beneficial owner (within
      the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
      representing 51% or more of the combined voting power of the Company’s then
      outstanding securities ordinarily (and apart from rights accruing in special
      circumstances) having the right to vote in the election of directors, as a
      result of a tender or exchange offer, open market purchases, privately
      negotiated purchases or otherwise. “Good Reason” shall mean any of the following
      events unless it occurs with the Executive’s express prior written
      consent:

    


    
      	 	
              (i)
                

            	
              any
                assignment to the Executive by the Company of any duties inconsistent
                with, or any diminution of, the Executive’s position, duties, titles,
                offices, responsibilities and status with the Company immediately
                prior to
                a Change in Control of the Company, or any removal of the Executive
                from
                or any failure to reelect the Executive to any of such positions
                or
                offices, except in connection with the termination of the Executive’s
                employment for Disability, Retirement or Cause or as a result of
                the
                Executive’s death;

            


    

    


    
      	 	
              (ii)
                

            	
              any
                reduction by the Company in the Executive’s base salary as in effect on
                the date hereof or as the same may be increased from time to time
                during
                the term of the Agreement or the Company’s failure to increase (within 15
                months of the Executive’s last increase in base salary) the Executive’s
                base salary after a Change in Control of the Company in an amount
                which is
                at least equal, on a percentage basis, to the average percentage
                increase
                in base salary for all officers of the Company effected during the
                preceding 12 months;

            


    

    


    
      	
            	(iii)	
              any
                failure by the Company to continue in effect any benefit or incentive
                plan
                or arrangement (including,
                without limitation, the Company’s Retirement Plan, Stock Option Plan for
                Key Employees, Employee Stock Purchase Plan, 401(k) Savings Plan,
                group
                life insurance plan, medical, dental accident and disability insurance
                plans, annual bonus and contingent bonus arrangement, and any plan
                or
                arrangement to receive and exercise  stock
                appreciation rights, or to acquire stock or other securities of the
                Company) in which the Executive is participating at the time of a
                Change
                in Control of the Company (or to substitute and continue other plans
                providing the Executive with substantially similar benefits) hereinafter
                referred to as “Benefit Plans”), the taking of any action by the Company
                which would adversely affect the Executive’s participation in or
                materially reduce the Executive’s benefits under any such Benefit Plan or
                deprive the Executive of any material employee benefit enjoyed by
                the
                Executive at the time of a Change in Control of the Company, or any
                failure by the Company to provide the Executive with the number of
                paid
                vacation days to which the Executive is entitled in accordance with
                the
                vacation policies in effect at the time of a Change of Control of
                the
                Company;

            


    

    


    
      
         

      

      
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              (iv)

            	
              a
                substantial increase in business travel obligations of the Executive
                over
                such obligations as they existed at the time of a Change in Control
                of the
                Company;

            


    

    


    
      	 	
              (v)

            	
              any
                material breach by the Company of any provision of the stock option
                agreement;

            


    

    


    
      	 	
              (vi)

            	
              any
                failure by the Company to obtain the assumption of the stock option
                agreement by any successor or assign of the Company;
                or

            


    

    


    
      	 	
              (vii)
                

            	
              any
                purported termination of the Executive’s employment after a Change in
                Control which is not effected pursuant to a Company Notice of Termination
                and, for purposes of the stock option agreement, no such purported
                termination shall be effective. For purposes of the stock option
                agreement, a “Company Notice of Termination” shall mean a written notice
                which shall indicate the specific termination provision in this Agreement
                relied upon and which sets forth in reasonable detail the facts and
                circumstances claimed to provide a basis for termination of the
                Executive’s employment under the provision so
                indicated.

            


    

    


    (c) the
      Board
      or any committee appointed by the Board in exercising its unrestricted
      discretion may grant such additional options to the Executive each year of
      the
      Employment Term as it deems appropriate.

    


    1.8 Other
      Benefits.
      During
      the Employment Term, Executive shall be entitled to participate in all employee
      benefit plans and programs made available to the Company’s senior level
      executives as a group or to its employees generally, as such plans or programs
      may be in effect from time to time (the “Benefit Coverages”), including, without
      limitation, medical, dental, hospitalization, short-term and long-term
      disability and life insurance plans, accidental death and dismemberment
      protection and travel accident insurance. Executive shall be provided office
      space and staff assistance appropriate for Executive’s position and adequate for
      the performance of her duties. 

     

    
      
         

      

      
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    1.9 Reimbursement
      of Expenses; Vacation; Sick Days and Personal Days.
      Executive shall be provided with reimbursement of expenses related to
      Executive’s employment by the Company on a basis no less favorable than that
      which may be authorized from time to time by the Board, in its sole discretion,
      for senior level executives as a group. Executive shall be entitled to vacation
      and holidays in accordance with the Company’s normal personnel policies for
      senior level executives, but not less than three (3) weeks of vacation per
      calendar year, provided Executive shall not utilize more than ten (10)
      consecutive business days without the express consent of the Chief Executive
      Officer. Unused vacation time will be forfeited as of December 31 of each
      calendar year of the Employment Term. Executive shall be entitled to no more
      than an aggregate of ten (10) sick days and personal days per calendar
      year.

    


    1.10 No
      Other Compensation.
      Except
      as expressly provided in Sections 1.4 through 1.9, Executive shall not be
      entitled to any other compensation or benefits.

    


    2. Confidential
      Information.
      Executive recognizes and acknowledges that by reason of Executive’s employment
      by and service to the Company before, during and, if applicable, after the
      Employment Term, Executive will have access to certain confidential and
      proprietary information relating to the Company’s business, which may include,
      but is not limited to, trade secrets, trade “know-how,” product development
      techniques and plans, formulas, customer lists and addresses, financing
      services, funding programs, cost and pricing information, marketing and sales
      techniques, strategy and programs, computer programs and software and financial
      information (collectively referred to as “Confidential Information”). Executive
      acknowledges that such Confidential Information is a valuable and unique asset
      of the Company and Executive covenants that he will not, unless expressly
      authorized in writing by the Company, at any time during the course of
      Executive’s employment use any Confidential Information or divulge or disclose
      any Confidential Information to any person, firm or corporation except in
      connection with the performance of Executive’s duties for the Company and in a
      manner consistent with the Company’s policies regarding Confidential
      Information. Executive also covenants that at any time after the termination
      of
      such employment, directly or indirectly, he will not use any Confidential
      Information or divulge or disclose any Confidential Information to any person,
      firm or corporation, unless such information is in the public domain through
      no
      fault of Executive or except when required to do so by a court of law, by any
      governmental agency having supervisory authority over the business of the
      Company or by any administrative or legislative body (including a committee
      thereof) with apparent jurisdiction to order Executive to divulge, disclose
      or
      make accessible such information. All written Confidential Information
      (including, without limitation, in any computer or other electronic format)
      which comes into Executive’s possession during the course of Executive’s
      employment shall remain the property of the Company. Except as required in
      the
      performance of Executive’s duties for the Company, or unless expressly
      authorized in writing by the Company, Executive shall not remove any written
      Confidential Information from the Company’s premises, except in connection with
      the performance of Executive’s duties for the Company and in a manner consistent
      with the Company’s policies regarding Confidential Information. Upon termination
      of Executive’s employment, the Executive agrees to return immediately to the
      Company all written Confidential Information (including, without limitation,
      in
      any computer or other electronic format) in Executive’s possession.


    


    
      
         

      

      
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    3. Non-Competition;
      Non-Solicitation.

    


    3.1 Non-Compete.
      The
      Executive hereby covenants and agrees that during the term of this Agreement
      and
      for a period of one year following the end of the Employment Term, the Executive
      will not, without the prior written consent of the Company, directly or
      indirectly, on his own behalf or in the service or on behalf of others, whether
      or not for compensation, engage in any business activity, or have any interest
      in any person, firm, corporation or business, through a subsidiary or parent
      entity or other entity (whether as a shareholder, agent, joint venturer,
      security holder, trustee, partner, consultant, creditor lending credit or money
      for the purpose of establishing or operating any such business, partner or
      otherwise) with any Competing Business in the Covered Area. For the purpose
      of
      this Section 3.1, (i) “Competing Business” means any company or entity (whether
      or not organized for profit) that is engaged in the photovoltaic or solar
      industry in any manner whatsoever and (ii) “Covered Area” means all geographical
      areas of the United States, Hungary, Germany, China and other foreign
      jurisdictions where Company then has offices and/or sells its products or
      services directly or indirectly through distributors and/or other sales agents.
      Notwithstanding the foregoing, the Executive may own shares of companies whose
      securities are publicly trades, so long as such securities do not constitute
      more than one percent (1%) of the outstanding securities of any such
      company.

    


    3.2 Non-Solicitation.
      The
      Executive further agrees that as long as the Agreement remains in effect and
      for
      a period of one (1) year from its termination, the Executive will not divert
      any
      business of the Company and/or its affiliates or any customers or suppliers
      of
      the Company and/or the Company’s and/or its affiliates’ business to any other
      person, entity or competitor, or induce or attempt to induce, directly or
      indirectly, any person to leave his or her employment with the
      Company.

    


    3.3 Remedies.
      The
      Executive acknowledges and agrees that his obligations provided herein are
      necessary and reasonable in order to protect the Company and its affiliates
      and
      their respective business and the Executive expressly agrees that monetary
      damages would be inadequate to compensate the Company and/or its affiliates
      for
      any breach by the Executive of his covenants and agreements set forth herein.
      Accordingly, the Executive agrees and acknowledges that any such violation
      or
      threatened violation of this Section 3 will cause irreparable injury to the
      Company and that, in addition to any other remedies that may be available,
      in
      law, in equity or otherwise, the Company and its affiliates shall be entitled
      to
      obtain injunctive relief against he threatened breach of this Section 3 or
      the
      continuation of any such breach by the Executive without the necessity of
      proving actual damages.

    


    4. Termination.
      

    


    4.1 By
      Company.
      The
      Company, by action of the Board, may, in its discretion and at its option,
      terminate the Executive’s employment with or without Cause, and without
      prejudice to any other right or remedy to which the Company or Executive may
      be
      entitled at law or in equity or under this Agreement. In the event the Company
      desires to terminate the Executive’s employment without Cause, the Company shall
      give the Executive not less than sixty (60) days advance written notice.
      Termination of Executive’s employment hereunder shall be deemed to be “for
      Cause” in the event that Executive violates any provisions of this Agreement, is
      guilty of any criminal act other than minor traffic violations, is guilty of
      willful misconduct or gross neglect, or gross dereliction of his duties
      hereunder or refuses to perform his duties hereunder after notice of such
      refusal to perform such duties or directions given to Executive by the
      Board.

    


    
      
         

      

      
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    4.2 By
      Executive’s Death or Disability.
      This
      Agreement shall also be terminated upon the Executive’s death and/or a finding
      of permanent physical or mental disability, such disability expected to result
      in death or to be of a continuous duration of no less than twelve (12) months,
      and the Executive is unable to perform his usual and essential duties for the
      Company.

    


    4.3 Compensation
      on Termination.
      In the
      event the Company terminates Executive’s employment with Cause, all payments
      under this Agreement shall cease, except for Base Salary to the extent already
      accrued. In the event of termination by reason of Executive’s death and/or
      permanent disability, Executive or his executors, legal representatives or
      administrators, as applicable, shall be entitled to an amount equal to
      Executive’s Base Salary accrued through the date of termination and for an
      additional one year period, plus a pro rata share of any annual bonus to which
      Executive would otherwise be entitled for the year which death or permanent
      disability occurs. Upon termination of Executive without Cause, the Executive
      shall receive, in full settlement of any claims Executive may have related
      to
      his employment by the Company, Base Salary for a period of one year from the
      date of termination, provided Executive is in full compliance with the
      provisions of Sections 2 and 3 of this Agreement; provided, however, Executive
      shall not be entitled to receive any other compensation under Section 1 of
      this
      Agreement.

    


    4.4 Limited
      Voluntary Termination.
      Executive may voluntarily terminate the Employment Term upon written notice
      for
      any reason during the period commencing on the Effective Date through December
      15, 2006; provided, however, that no further payments shall be due under this
      Agreement in that event except that Executive shall be entitled to any benefits
      due under any compensation or benefit plan provided by the Company for
      executives or otherwise outside of this Agreement and the issuance of all
      securities including shares of common stock and options shall be
      terminated.

    


    5. General
      Provisions.
      

    


    5.1 Modification:
      No Waiver.
      No
      modification, amendment or discharge of this Agreement shall be valid unless
      the
      same is in writing and signed by all parties hereto. Failure of any party at
      any
      time to enforce any provisions of this Agreement or any rights or to exercise
      any elections hall in no way be considered to be a waiver of such provisions,
      rights or elections and shall in no way affect the validity of this Agreement.
      The exercise by any party of any of its rights or any of this elections under
      this Agreement shall not preclude or prejudice such party from exercising the
      same or any other right it may have under this Agreement irrespective of any
      previous action taken.

    


    
      
         

      

      
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    5.2 Notices.
      All
      notices and other communications required or permitted hereunder or necessary
      or
      convenient in connection herewith shall be in writing and shall be deemed to
      have been given when hand delivered or mailed by registered or certified mail
      as
      follows (provided that notice of change of address shall be deemed given only
      when received):

    

      
        	
                If
                  to the Company, to:

              	
                Solar
                  Thin Films, Inc.

              
	 	
                25
                  Highland Boulevard

              
	
                Dix
                  Hills, New York 11746

              	 
	 	 
	
                If
                  to Executive, to:

              	
                Csaba
                  Toro

              
	 	
                ______________

              
	 	
                ______________

              
	 	
                ______________

              


      

Or
      to
      such other names or addresses as the Company or Executive, as the case may
      be,
      shall designate by notice to each other person entitled to receive notices
      in
      the manner specified in this Section.

    


    5.3 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

    


    5.4 Further
      Assurances.
      Each
      party to this Agreement shall execute all instruments and documents and take
      all
      actions as may be reasonably required to effectuate this Agreement.

    


    5.5 Severability.
      Should
      any one or more of the provisions of this Agreement or of any agreement entered
      into pursuant to this Agreement be determined to be illegal or unenforceable,
      then such illegal or unenforceable provision shall be modified by the proper
      court or arbitrator to the extent necessary and possible to make such provision
      enforceable, and such modified provision and all other provisions of this
      Agreement and of each other agreement entered into pursuant to this Agreement
      shall be given effect separately from the provisions or portion thereof
      determined to be illegal or unenforceable and shall not be affected
      thereby.

    


    5.6 Successors
      and Assigns.
      Executive may not assign this Agreement without the prior written consent of
      the
      Company. The Company may assign its rights without the written consent of the
      executive, so long as the Company or its assignee complies with the other
      material terms of this Agreement. The rights and obligations of the Company
      under this Agreement shall inure to the benefit of and be binding upon the
      successors and permitted assigns of the Company, and the Executive’s rights
      under this Agreement shall inure to the benefit of and be binding upon his
      heirs
      and executors. The Company’s subsidiaries and controlled affiliates shall be
      express third party beneficiaries of this Agreement.

    


    5.7 Entire
      Agreement.
      This
      Agreement supersedes all prior agreements and understandings between the
      parties, oral or written. No modification, termination or attempted waiver
      shall
      be valid unless in writing, signed by the party against whom such modification,
      termination or waiver is sought to be enforced.

    


    
      
         

      

      
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    5.8 Counterparts;
      Facsimile.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original, and all of which taken together shall
      constitute one and the same instrument. This Agreement may be executed by
      facsimile with original signatures to follow.

    


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    IN
      WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
      this Agreement as of the date first written above. 

     

    
      	 	
              SOLAR
                THIN FILMS, INC.

              


               

              By:
                /s/Robert Rubin

              Name:
                Robert Rubin

              Title:
                Chief Executive Officer

              


               

              /s/Csaba
                Toro

              Csaba
                Toro

            


    

    
 

    
      
         

      

      
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