0000912057-02-025189 Sample Contracts

STANDARD INDUSTRIAL LEASE BY AND BETWEEN AS LANDLORD AND SOUTHWALL TECHNOLOGIES, INC. AS TENANT
Entire Agreement • June 25th, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California

THIS LEASE is made this ____ day of October, 1999, by and between C&J Development Co., a California limited partnership, (“Landlord”) and Southwall Technologies, Inc. (formerly The Southwall Corporation), a Delaware corporation (“Tenant”).

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MEMORANDUM
Southwall Technologies Inc /De/ • June 25th, 2002 • Unsupported plastics film & sheet

Mitsui Chemicals, Inc. (“Mitsui”) and Southwall Technologies, Inc. (“Southwall”) hereby confirm certain issues, which were agreed upon during the July 14, 2000 meeting at Palo Alto by representatives from Mitsui and Southwall in connection with the License Agreement dated December 28, 1990 (“License Agreement”).

AMENDMENT AGREEMENT
Amendment Agreement • June 25th, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet

THIS AMENDMENT AGREEMENT made and entered into this 28th day of December, 1990 by and among MITSUI TOATSU CHEMICALS, INC., a corporation duly organized and existing under the laws of Japan, with its principal office at 2-5 Kasumigaseki 3-chome, Chiyoda-ku, Tokyo, Japan (hereinafter called “Mitsui”), MARUBENI CORPORATION, a corporation duly organized and existing under the laws of Japan, with its principal office at 4-2, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan (hereinafter called “Marubeni”), (collectively “Buyers”) and SOUTHWALL TECHNOLOGIES INC., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office at 1029 Corporation Way, Palo Alto, California 94303, U.S.A. (hereinafter called “Southwall”).

Contract
Master Lease Agreement • June 25th, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • Utah

This Master Lease Agreement is made this 19th day of July, 1999 between MATRIX FUNDING CORPORATION, with its principal office at 6975 Union Park Center, Second Floor, Midvale, UT 84047 (the “Lessor”), and SOUTHWALL TECHNOLOGIES, INC., with its principal office at 1029 Corporation Way, Palo Alto, CA 94303 (the “Lessee”).

GUARANTEE AGREEMENT REGARDING
Reimbursement and Security Agreement • June 25th, 2002 • Southwall Technologies Inc /De/ • Unsupported plastics film & sheet • California

This Agreement is made as of May 6, 1997 by and between Southwall Technologies Inc., a Delaware corporation whose principal business offices are at 1029 Corporation Way, Palo Alto, California 94303 (hereinafter called "Southwall")

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