Regarding Auditing and Accounting Matters

Section 301 of the Sarbanes-Oxley Act of 2002 requires that public company audit committees establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters and for the confidential and anonymous submission of complaints from employees regarding questionable accounting and auditing matters.

The Audit Committee of the Board of Directors of Solar Thin Films, Inc (the "Company") has developed and adopted the following Complaint Procedures Regarding Auditing and Accounting matters (the "Complaint Procedures"). These Complaint Procedures should be interpreted in the context of all applicable laws and the Company's Certificate of Incorporation and Bylaws, as amended, as well as all other corporate governance documents adopted by the Board of Directors of the Company. These Complaint Procedure are subject to modification from time to time by the Audit Committee, as the Audit Committee may deem appropriate in the best interest of the Company or as required by applicable laws.

These procedures relate to employee and third party complaints relating to any questionable accounting or auditing matters, including, without limitation, the following:

• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
• fraud or deliberate error in the recording and maintaining of financial records of the Company;
• deficiencies in or non-compliance with the Company's internal accounting controls;
• misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
• deviation from full and fair reporting of the Company's financial condition.

Any director, officer or employee of the Company who received a complaint from any person, directly, or indirectly, anonymously or openly, regarding accounting, internal accounting controls or auditing matters of the Company, must follow these procedures for the receipt, retention, and treatment of such complaints.

• Any Director, officer or employee of the Company who received a complaint from any person regarding accounting, internal accounting controls or auditing matters of the Company must immediately report such complaint to the Chairman of the Audit Committee or to the Company's Legal Representatives,
• Such complaints could be received by a Director, officer or employee from another director, officer or employee or from a third party, and could be received either directly, indirectly, anonymously or openly, and in writing or verbally
• Complaints and/or the complainant's identity should be treated with confidentiality to the maximum extent consistent with fair and rigorous enforcement of these Complaint Procedures as determined by the Audit Committee, and in accordance with applicable laws, subject to the confidentiality protection for employees contained in these Complaint Procedures under "Complaints received from Employees"
• Upon being advised of a complaint, the Chairman of the Audit Committee must confer with the other members of the Audit Committee and the Legal Representative. The Audit Committee must conduct or coordinate a timely and impartial investigation of the complaint. A written record of the investigation process should be kept
• Directors, officers, consultants and employees of the Company, as well as independent investigators, may be utilized as necessary to ensure a complete investigation. Directors, officers, consultants and employees of the Company must cooperate with such investigation, and must truthfully disclose what they know about the matters under investigation.
• During the investigation, the Audit Committee should diligently seek to obtain as much evidence as is reasonably possible, both from documents, and individuals, regarding the subject matter of the complaint. All relevant evidence must be analysed and evaluated, and the Audit Committee shall determine an appropriate remedy and/or discipline to the extent the Audit Committee deems necessary or desirable
• The Chairman of the Audit Committee should advise the complainant of the results of the investigation and its resolution
• If the Audit Committee determines that intentionally false or malicious information was provided by any Director, officer or employee of the Company in connection with the complaint and/or the investigation of the complaint, the Company may take disciplinary action against any person who gave such intentionally false or malicious information to the extent the Audit Committee deems appropriate
• All records regarding any complaint, investigation and its results shall be retained by the Company, under the supervision of the Chairman of the Audit Committee, for a period of five years.

Any employee of the Company who has concerns regarding questionable accouting or auditing matters of the Company may submit such concerns confidentially, either anonymously or openly, in accordance with these procudures.

• Any employee of the Company, who has concerns regarding questionable accouting or auditing matters of the Company should report such concerns to the Chairman of the Audit Committee or to the Company's Legal Representative, the employees's supervisor or any Director or officer of the Company, who must report such concerns to the Chairman of the Audit Committee upon becoming advised of such concern
• An employee may report concerns either directly or indirectly, anonymously or openly, and in writing or verbally. The employee may request, either in writing or verbally, that such concern and/or the employee's identity be treated anonymously and confidentially
• Notwithstading anything else contained in these Compaint Procedures under "Complaints received from third parties", any concerns reported by an employee and the employee's indentity must be treated anonymously and confidentially (even if the employee has not requested this), unless the employee agrees, either in writing or verbally, that such concerns and/or the employee's identity may be treated openly (or the employee specifies the extent to which they may be treated openly), except in accordance with applicable laws. Anonymous and confidential reports should only be disclosed to those persons who have a need to know in order to carry out the investigation of the concents in accordance with the procedures contained in these Complaint Procedures under "Complaints received from third parties"
• Upon being advised of concern of an employee, the Chairman of the Audit Committee and the Audit Committee must follow the same procedures with respect to such concerns as contained in these Complaint Procedures under "Complaints received from third parties", with the same cooperation from all Directors, officers, consultants and employees of the Company.

The Audit Committee should take reasonable steps to ensure that there is no retaliation against any employee for submitting a good faith concern or providing any information with respect to a complaint or concern or any securities fraud by the Company against stockholders.

• Employees must feel secure in (i) reporting concerns regarding questionable accounting or auditing matters of the Company (ii) providing information and cooporating in connection with the investigation of any complaint or concern regarding accounting, internal accounting controls or auditing matters of the Company (iii) assisting in any investigation (including by third parties) or preceeding with respect to any securities fraud by teh Company against its stockholders. There must not be any retailiation against an employee for taking any of such lawful actions
• Retaliation against an employee can include the discharge, demotion, suspension, threatening, harassment or other discrimination against such employee by any Director, officer, other employee, consultant or agent of the Company. All Directors, officers, other employee, consultant or agent of the Company are prohibited from engaging in such retaliatory behaviour
• Employees who believe that they have been subjected to retaliation must immidiately report the matter to the Chairman of the Audit Committee or to the Legal Representative, the employee's supervisor or any Director or officer of the Company, who must report such matter to the Chairman of the Audit Committee upon becoming advised of such matter. Upon being advised of an allegation of retaliation, the Chairman of the Audit Committee and the Audit Committee must follow the same procedure with respect to such allegation as contained in these Complaint Procedures under "Complaints received from third parties", with the same cooperation from all Directors, officers, consultants and employees of the Company
• Notwithstanding anything else contained in these Compaint Procedures under 'Complaints from third parties' or 'no retaliation against Employees', if the Audit Committee determines that intentionally false or malicious information was provided by an employee of the Company in connection with the otherwise lawful actions of reporting concerns and/or providing information or cooperation in connection with investigation of complaints, concerns or securities fraud, disciplinary action may be taken against any employee who gave such intentionally false or malicious information to th extent the Audit Committee deems appropriate.

Legal Representative

Gregory Sichenzia, Esq.
e-mail: GSichenzia@srff.com

Stephen Fleming, Esq.
e-mail: SFleming@srff.com

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas 21^st Floor
New York, New York 10018, USA

Phone: 212-930-9700
Fax: 212-930-9725