FIRST AMENDMENT OF MASTER VEHICLE LEASE
TERMINATION AGREEMENT
THIS FIRST AMENDMENT (the "Amendment") is entered into effective
October 1, 2004 between ▇▇▇▇▇▇▇▇▇▇▇ LEASING COMPANY, LLC ("Lessor"), and
▇▇▇▇▇▇▇▇▇▇▇ VELAGIO, INC. ("Lessee").
RECITALS:
A. Lessor and Lessee entered into a Master Vehicle Lease
Termination Agreement dated September 10, 2004 (the "Termination Agreement")
whereby Lessor and Lessee agreed to an early termination of a Master Vehicle
Lease Agreement then in effect. The Termination Agreement provides for Lessee's
parent, Microfield Group, Inc., to issue and deliver to Lessor or its assigns
warrants to purchase 1,000,000 common shares of Microfield.
▇. ▇▇▇▇▇▇ and Lessee desire to clarify the Termination Agreement
provision relating to such warrants in certain respects as set forth below.
C. Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Termination Agreement.
AGREEMENT:
1. TERM OF WARRANT. Section 2(b) of the Termination Agreement is
amended to provide that the warrant(s) that Lessor (or its assigns) is entitled
to receive from Microfield may be exercised, in whole or in part, at any time
during the five (5) year period commencing on the effective date of the
Termination Agreement.
2. INCONSISTENT TERMS. Any provisions of the Termination
Agreement which are inconsistent with the above are deemed terminated and of no
further force or effect.
3. FURTHER EFFECT. Except as set forth herein, the Termination
Agreement will remain in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures
shall be considered original signatures for purposes of this Amendment.
1 - FIRST AMENDMENT OF MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1384787.1
IN WITNESS WHEREOF, the parties have executed this Amendment, or caused
their duly authorized representatives to execute this Amendment, as of the date
first above written.
LESSOR: LESSEE:
▇▇▇▇▇▇▇▇▇▇▇ LEASING COMPANY, LLC ▇▇▇▇▇▇▇▇▇▇▇ VELAGIO, INC.
By: JMW Capital Partners, Inc., its Manager
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President ▇▇▇▇ ▇▇▇▇▇▇, CFO
2 - FIRST AMENDMENT OF MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1384787.1