EXHIBIT 99.1
                                                                    ------------


Footnotes to Form 3:



(1) The reported shares are owned directly by Needham & Company, Inc., which is
a member of a "group" with Needham Emerging Growth Partners, L.P., Needham
Contrarian Fund, L.P., Needham Emerging Growth Partners (Caymans), L.P., Needham
Management Partners, L.P. and George A. Needham, for purposes of Section 13(d)
of the Exchange Act. George A. Needham may be deemed to beneficially own the
reported shares by virtue of his position in and share ownership of Needham &
Company, Inc. Mr. Needham disclaims beneficial ownership of all of the reported
shares except to the extent of his pecuniary interest therein, and the inclusion
of these shares in this report shall not be deemed an admission by him of
beneficial ownership of all of the reported shares for purposes of Section 16 or
for any other purpose. Needham & Company, Inc. previously reported ownership of
there shares in the Form 3 filed by certain of the joint filers reporting here
on December 22, 2004, as amended on December 23, 2004 (the "Prior Joint Form
3").

(2) The reported shares are owned directly by Needham Emerging Growth Partners,
L.P. Needham Management Partners, L.P. may be deemed to beneficially own the
reported shares because it serves as the general partner of Needham Emerging
Growth Partners, L.P. George A. Needham may be deemed to beneficially own the
reported shares because he serves as managing general partner of Needham
Management Partners, L.P. Needham Management Partners, L.P. and Mr. Needham
disclaim beneficial ownership of all of the reported shares except to the extent
of their pecuniary interest therein, and the inclusion of these shares in this
report shall not be deemed an admission by them of beneficial ownership of all
of the reported shares for purposes of Section 16 or for any other purpose.
Needham Emerging Growth Partners, L.P. previously reported ownership of these
shares in the Prior Joint Form 3.

(3) The reported shares are owned directly by Needham Contrarian Fund, L.P.
Needham Management Partners, L.P. may be deemed to beneficially own the reported
shares because it serves as the general partner of Needham Contrarian Fund, L.P.
George A. Needham may be deemed to beneficially own the reported shares because
he serves as managing general partner of Needham Management Partners, L.P.
Needham Management Partners, L.P. and Mr. Needham disclaim beneficial ownership
of all of the reported shares except to the extent of their pecuniary interest
therein, and the inclusion of these shares in this report shall not be deemed an
admission by them of beneficial ownership of all of the reported shares for
purposes of Section 16 or for any other purpose. Needham Contrarian Fund, L.P.
previously reported ownership of these shares in the Prior Joint Form 3.

(4) The reported shares are owned directly by Needham Emerging Growth Partners
(Caymans), L.P. Needham Management Partners, L.P. may be deemed to beneficially
own the reported shares because it serves as the general partner of Needham
Emerging Growth Partners (Caymans), L.P. George A. Needham may be deemed to
beneficially own the reported shares because he serves as managing general
partner of Needham Management Partners, L.P. Needham Management Partners, L.P.
and Mr. Needham disclaim beneficial ownership of all of the reported shares
except to the extent of their pecuniary interest therein, and the inclusion of
these shares in this report shall not be deemed an admission by them of
beneficial ownership of







all of the reported shares for purposes of Section 16 or for any other purpose.
Needham Emerging Growth Partners (Caymans), L.P. previously reported ownership
of these shares in the Prior Joint Form 3.

(5) The reported shares are owned directly by George A. Needham. Mr. Needham
previously reported the ownership of these shares and the reported shares
described in footnotes 1, 2, 3, 4 and 6 of this Form 3 in the Prior Joint Form
3.

(6) The reported shares are owned directly by family members of George A.
Needham. Mr. Needham disclaims beneficial ownership of all of the reported
shares except to the extent of his pecuniary interest therein, and the inclusion
of these shares in this report shall not be deemed an admission by him of
beneficial ownership of all of the reported shares for purposes of Section 16 or
for any other purpose. Mr. Needham previously reported ownership of these shares
in the Prior Joint Form 3.

(7) The reported warrant is owned by Needham & Company, Inc. George A. Needham
may be deemed to beneficially own the reported warrant by virtue of his position
in and share ownership of Needham & Company, Inc. Mr. Needham disclaims
beneficial ownership of the reported warrant except to the extent of his
pecuniary interest therein, and the inclusion of this warrant in this report
shall not be deemed an admission by him of beneficial ownership of the reported
warrant for purposes of Section 16 or for any other purpose. Needham & Company,
Inc. previously reported ownership of the reported warrant in the Prior Joint
Form 3.

(8) The reported warrant and convertible note are owned directly by Needham
Capital Partners II, L.P. Needham Capital Management L.L.C. may be deemed to
beneficially own the reported warrant and convertible note because it serves as
the general partner of Needham Capital Partners II, L.P. The convertible note is
convertible to shares of Series A 10% Cumulative Preferred Stock of the
registrant, which in turn is convertible to shares of common stock of the
registrant. George A. Needham may be deemed to beneficially own the reported
warrant and convertible note because he serves as managing general partner of
Needham Capital Management L.L.C. Needham Capital Management L.L.C. and Mr.
Needham disclaim beneficial ownership of the shares underlying the reported
warrant and convertible note except to the extent of their pecuniary interest
therein, and the inclusion of the warrant and convertible note in this report
shall not be deemed an admission by them of beneficial ownership of the reported
warrant and convertible note for purposes of Section 16 or for any other
purpose.

(9) The  reported  warrant and  convertible  note are owned  directly by Needham
Capital  Partners II (Bermuda),  L.P. The  convertible  note is  convertible  to
shares of Series A 10% Cumulative  Preferred Stock of the  registrant,  which in
turn is convertible to shares of common stock of the registrant. Needham Capital
Management  (Bermuda)  L.L.C.  may be deemed to  beneficially  own the  reported
warrant and convertible note because it serves as the general partner of Needham
Capital  Partners  II  (Bermuda),  L.P.  George  A.  Needham  may be  deemed  to
beneficially  own the reported warrant and convertible note because he serves as
managing general partner of Needham Capital Management  (Bermuda) L.L.C. Needham
Capital  Management,  (Bermuda)  L.L.C.  and  Mr.  Needham  disclaim  beneficial
ownership of the reported  shares  underlying the warrant and  convertible  note
except to the extent of their pecuniary  interest therein,  and the inclusion of
the warrant and convertible note in this report shall not be deemed an admission
by them of beneficial ownership of the reported warrant and convertible note for







purposes of Section 16 or for any other purpose.

(10) The reported warrant and convertible note are owned directly by Needham
Capital Partners III, L.P. The convertible note is convertible to shares of
Series A 10% Cumulative Preferred Stock of the registrant, which in turn is
convertible to shares of common stock of the registrant. Needham Capital
Management L.L.C. may be deemed to beneficially own the reported warrant and
convertible note because it serves as the general partner of Needham Capital
Partners III, L.P. George A. Needham may be deemed to beneficially own the
reported warrant and convertible note because he serves as managing general
partner of Needham Capital Management L.L.C. Needham Capital Management L.L.C.
and Mr. Needham disclaim beneficial ownership of the shares underlying the
reported warrant and convertible note except to the extent of their pecuniary
interest therein, and the inclusion of the warrant and convertible note in this
report shall not be deemed an admission by them of beneficial ownership of the
shares underlying reported warrant and convertible note for purposes of Section
16 or for any other purpose.

(11) The reported warrant and convertible note are owned directly by Needham
Capital Partners IIIA, L.P. The convertible note is convertible to shares of
Series A 10% Cumulative Preferred Stock of the registrant, which in turn is
convertible to shares of common stock of the registrant. Needham Capital
Management L.L.C. may be deemed to beneficially own the reported warrant and
convertible note because it serves as the general partner of Needham Capital
Partners IIIA, L.P. George A. Needham may be deemed to beneficially own the
reported warrant and convertible note because he serves as managing general
partner of Needham Capital Management L.L.C. Needham Capital Management L.L.C.
and Mr. Needham disclaim beneficial ownership of the shares underlying the
reported warrant and convertible note except to the extent of their pecuniary
interest therein, and the inclusion of the warrant and convertible note in this
report shall not be deemed an admission by them of beneficial ownership of the
reported warrant and convertible note for purposes of Section 16 or for any
other purpose.

(12) The reported warrant and convertible note are owned directly by Needham
Capital Partners III (Bermuda), L.P. The convertible note is convertible to
shares of Series A 10% Cumulative Preferred Stock of the registrant, which in
turn is convertible to shares of common stock of the registrant. Needham Capital
Management (Bermuda) L.L.C. may be deemed to beneficially own the reported
warrant and convertible note because it serves as the general partner of Needham
Capital Partners III (Bermuda), L.P. George A. Needham may be deemed to
beneficially own the reported warrant and convertible note because he serves as
managing general partner of Needham Capital Management (Bermuda) L.L.C. Needham
Capital Management, (Bermuda) L.L.C. and Mr. Needham disclaim beneficial
ownership of all of the shares underlying the reported warrant and convertible
note except to the extent of their pecuniary interest therein, and the inclusion
of the warrant in this report shall not be deemed an admission by them of
beneficial ownership of the reported warrant and convertible note for purposes
of Section 16 or for any other purpose.



                                                                    EXHIBIT 99.2
                                                                    ------------


                             JOINT FILER INFORMATION


Name:                      Needham Emerging Growth Partners, L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Emerging Growth Partners, L.P.

                           By:   Needham Management Partners, L.P.,
                                 its general partner

                                 By:  /s/Glen W. Albanese
                                      --------------------------
                                      Name:  Glen W. Albanese
                                      Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Contrarian Fund, L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Contrarian Fund, L.P.

                           By:    Needham Management Partners, L.P.,
                                  its general partner

                                  By:  /s/Glen W. Albanese
                                       --------------------------
                                       Name:  Glen W. Albanese
                                       Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Emerging Growth Partners (Caymans), L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Emerging Growth Partners (Caymans), L.P.

                           By:    Needham Management Partners, L.P.,
                                  its general partner

                                  By:  /s/Glen W. Albanese
                                       --------------------------
                                       Name:  Glen W. Albanese
                                       Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      George A. Needham

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 /s/George A. Needham
                           --------------------------
                              George A. Needham





                             JOINT FILER INFORMATION

Name:                      Needham Management Partners, L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Management Partners, L.P.


                           By:  /s/Glen W. Albanese
                                --------------------------
                                Name:  Glen W. Albanese
                                Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Capital Partners II, L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Capital Partners II, L.P.

                           By:  Needham Capital Management L.L.C.,
                                its general partner

                                By:  /s/Glen W. Albanese
                                     --------------------------
                                     Name:  Glen W. Albanese
                                     Title:  General Partner





                                   JOINT FILER INFORMATION

Name:                      Needham Capital Partners II (Bermuda), L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Capital Partners II (Bermuda), L.P.

                           By:  Needham Capital Management (Bermuda) L.L.C.,
                                its general partner

                                By:  /s/Glen W. Albanese
                                      --------------------------
                                     Name:  Glen W. Albanese
                                     Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Capital Partners III, L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Capital Partners III, L.P.

                           By:  Needham Capital Management L.L.C.,
                                its general partner

                                By:  /s/Glen W. Albanese
                                     --------------------------
                                     Name:  Glen W. Albanese
                                     Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Capital Partners IIIA, L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Capital Partners IIIA, L.P.

                           By:  Needham Capital Management L.L.C.,
                                its general partner

                                By:  /s/Glen W. Albanese
                                     --------------------------
                                     Name:  Glen W. Albanese
                                     Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Capital Partners III (Bermuda), L.P.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Capital Partners III (Bermuda), L.P.

                           By:  Needham Capital Management (Bermuda) L.L.C.,
                                its general partner


                                By:  /s/Glen W. Albanese
                                     --------------------------
                                     Name:  Glen W. Albanese
                                     Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Capital Management L.L.C.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event

Requiring Statement:       February 20, 2004
Relationship to Issuer:    10% Owner

Signature:                 Needham Capital Management L.L.C.


                           By:  /s/Glen W. Albanese
                                --------------------------
                                Name:  Glen W. Albanese
                                Title:  General Partner





                             JOINT FILER INFORMATION

Name:                      Needham Capital Management (Bermuda) L.L.C.

Address:                   c/o Needham & Company, Inc.
                           445 Park Avenue
                           New York, New York 10022

Designated Filer:          Needham & Company, Inc.

Issuer and
Ticker Symbol:             Southwall Technologies Inc. (SWTX)

Date of Event
Requiring Statement:       February 20, 2004

Relationship to Issuer:    10% Owner

Signature:                 Needham Capital Management (Bermuda) L.L.C.


                           By:  /s/Glen W. Albanese
                                --------------------------
                                Name:  Glen W. Albanese
                                Title:  General Partner