0000064463-00-500004 Sample Contracts

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 28th, 2000 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

THIS STOCK PLEDGE AGREEMENT, dated as of December 27, 2000 (herein as amended or otherwise modified, the "Agreement"), by MECHANICAL TECHNOLOGY INCORPORATED, a New York corporation (herein, together with its successors and assigns, the "Pledgor" or the "Borrower"), with FIRST ALBANY COMPANIES INC., a corporation organized under the laws of the State of New York (herein, together with its successors and assigns, the "Lender"). Terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in the Bridge Note referred to below.

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Put and Call Agreement
Put and Call Agreement • December 28th, 2000 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

Put and Call Agreement among Mechanical Technology Incorporated, a New York corporation ("MTI"), First Albany Companies Inc., a New York corporation ("FAC"), and KeyBank National Association, a national banking association ("Key"), dated as of December 27, 2000.

ACCOUNT CONTROL AGREEMENT
Account Control Agreement • December 28th, 2000 • Mechanical Technology Inc • Measuring & controlling devices, nec • New York

This Account Control Agreement, dated as of December 27, 2000, by (i) KeyBank National Association, a commercial bank having an office at 66 Pearl Street, Albany, New York 12207 ("Creditor"); (ii) Mechanical Technology Incorporated, a New York corporation whose principal place of business is located at 30 South Pearl Street, Albany, New York 12207 ("Debtor"); and (iii) McDonald Investments Inc., a corporation having its principal place of business at Cleveland, Ohio, through its office located at 800 Superior Avenue, Cleveland, Ohio 44114 ("Broker").

Contract
Mechanical Technology Inc • December 28th, 2000 • Measuring & controlling devices, nec

THIS AMENDMENT dated as of December 27, 2000 (this "Amendment") to the Stock Pledge Agreement dated as of March 29, 2000 (the "Stock Pledge Agreement"), between MECHANICAL TECHNOLOGY INCORPORATED, a New York corporation (the "Borrower" or the "Pledgor"), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Lender thereunder (the "Lender").

Contract
Waiver and Second Amendment • December 28th, 2000 • Mechanical Technology Inc • Measuring & controlling devices, nec

THIS WAIVER AND SECOND AMENDMENT dated as of December 27, 2000 (this "Amendment") to the Amended and Restated Credit Agreement dated as of March 29, 2000, as amended pursuant to a certain Amendment to the Amended and Restated Credit Agreement dated as of October 1, 2000 (the "Credit Agreement"), between MECHANICAL TECHNOLOGY INCORPORATED, a New York corporation (the "Borrower"), and KEYBANK NATIONAL ASSOCIATION, a national banking association (the "Lender").

Contract
Mechanical Technology Inc • December 28th, 2000 • Measuring & controlling devices, nec

AMENDMENT dated as of October 1, 2000 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of March 29, 2000 (as the same may be amended, supplemented, waived or otherwise modified from time to time, the "Credit Agreement"), between MECHANICAL TECHNOLOGY INCORPORATED, a New York corporation (the "Borrower"), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Lender thereunder (the "Lender").

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