FIRST AMENDMENT OF MEMBERSHIP INTEREST SALE AGREEMENT
This First Amendment of Membership Interest Sale Agreement (the
"Amendment") is entered into effective February 3, 2006 between DESTINATION
CAPITAL, LLC ("Destination") and XXXXXXX HOLDINGS I, LIMITED PARTNERSHIP
("THI").
RECITALS
A. Destination and THI entered into a Membership Interest Sale
Agreement dated December 15, 2005 (the "Agreement") whereby THI sold its
Membership Interest in Destination. Pursuant to the Agreement, Destination may
pay the Purchase Price for the Membership Interest by delivering cash or common
shares of Microfield Group, Inc. ("Microfield").
B. Destination and THI have agreed to modify the Agreement, as
more particularly set forth below.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties to this Amendment agree as
follows:
1. Delivery of Shares. In the event that Destination elects to
deliver Microfield stock to THI in accordance with the terms of Section 1.2 of
the Agreement, Destination may satisfy its obligation by delivering 217 shares
of Series 3 Preferred stock of Microfield in lieu of common shares
(appropriately adjusted for any stock dividends and/or splits after December 15,
2005).
2. Other Terms Unchanged. Except as expressly modified or amended
by this Amendment, all of the terms and conditions of the Agreement remain in
full force and effect.
DESTINATION CAPITAL, LLC
By: Aequitas Capital Management, Inc., its Manager
By: /s/ XXXXXX X. JESENIK
--------------------------------------------
Xxxxxx X. Jesenik, CEO
XXXXXXX HOLDINGS I, LIMITED PARTNERSHIP
By: Xxxxxxx Advisors, LLC, its General Partner
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Xxxxx X. Xxxxxxx, Managing Director
PDX/112816/141153/DLH/1425531.1
