AGREEMENT TO SATISFY OBLIGATIONS
This Agreement to Satisfy Obligations (this "Agreement") is entered
into effective September 15, 2003, between ▇▇▇▇▇▇▇▇▇▇▇ Technology Services, Inc.
("Maker"), JMW Capital Partners, Inc. ("Holder"), and Microfield Group, Inc.
("Microfield").
RECITALS
A. Maker and Holder are parties to the First Amendment of
Promissory Note effectively dated February 15, 2003, evidencing certain
obligations owed to Holder in the amount of $149,386.03 (the "Note").
B. Maker and Holder wish to provide for the satisfaction of the
obligations due from Maker to Holder as more particularly described below.
C. Microfield has outstanding warrants with certain principals of
Holder pursuant to the terms of six Amended and Restated Stock Purchase Warrants
to Purchase Shares of Common Stock of Microfield Graphics, Inc. represented by
Warrant Numbers 2000-W-4, 2000 W 6, 2000 W 7, 2000 W 8, 2000 W 10, 2000 W-11,
which represent all of the outstanding warrants held by ▇▇▇▇▇▇ ▇. Jesenik,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇. (collectively the "Warrants"). Holder and
those principals have requested that, in consideration of the acceptance of the
Stock as defined below, Microfield extend the Expiration Date, as defined in
Warrants, to June 30, 2007. Microfield has agreed to extend these Warrants.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledges, the parties to this Agreement agree as
follows:
AGREEMENT
1. PRINCIPAL AND INTEREST. As of the date hereof, Maker owes
Holder under the terms of both the Note and the Transfer Agreement the total
amount of One Hundred Fifty Thousand Dollars ($150,000).
2. PAYMENT AND CANCELLATION. The Note shall be cancelled and
marked paid in full upon the issuance of 357,143 shares of Series 2 Preferred
Stock of Microfield ("Stock") to Holder.
3. FULL AND COMPLETE SATISFACTION. Holder agrees that upon
issuance of the 357,143 shares of the Stock to Holder all obligations evidenced
by the Note will be fully satisfied.
4. WARRANT EXTENSION. Microfield, at the request and direction of
Holder, agrees to take all necessary steps to extend the Expiration Date for the
Warrants to June 30, 2007.
1 - AGREEMENT TO SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395184.1
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
▇▇▇▇▇▇▇▇▇▇▇ ELECTRIC, INC. ▇▇▇▇▇▇▇▇▇▇▇ TECHNOLOGY
SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------- --------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
MICROFIELD GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
1 - AGREEMENT TO SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395184.1