SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Microfield Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

59536W 10 4

(Cusip Number)

Andrew S. Craig, 805 SW Broadway, Suite 560, Portland, Oregon 97205, 503-419-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 27, 2005

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. (

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Aequitas Capital Management, Inc. (formerly JMW Capital Partners, Inc.) 93-1125780
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): WC, SC, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	597,503
		8.	Shared Voting Power:	26,437,414
		9.	Sole Dispositive Power:	597,503
		10	Shared Dispositive Power:	26,437,414
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     27,034,917
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    o
13.	Percent of Class Represented by Amount in Row (11):  35.2%
14.	Type of Reporting Person (See Instructions): CO

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CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): JMW Group, LLC                                       02-0675908
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): WC, SC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	0
		8.	Shared Voting Power:	10,448,054
		9.	Sole Dispositive Power:	0
		10	Shared Dispositive Power:	10,448,054
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     10,448,054
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    o
13.	Percent of Class Represented by Amount in Row (11):  14.5%
14.	Type of Reporting Person (See Instructions): OO

3

CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Christenson Group LLC                           73-167950
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): SC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	0
		8.	Shared Voting Power:	6,328,017
		9.	Sole Dispositive Power:	0
		10	Shared Dispositive Power:	6,328,017
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     6,328,017
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):    o
13.	Percent of Class Represented by Amount in Row (11):  9.2%
14.	Type of Reporting Person (See Instructions): OO

4

CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Christenson Leasing Company, LLC 93-1292622
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): WC, SC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	0
		8.	Shared Voting Power:	400,000
		9.	Sole Dispositive Power:	0
		10	Shared Dispositive Power:	400,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     400,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     o
13.	Percent of Class Represented by Amount in Row (11):  0.6%
14.	Type of Reporting Person (See Instructions): OO

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CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): CEAC, Inc. 93-1289971
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): SC, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	0
		8.	Shared Voting Power:	6,328,017
		9.	Sole Dispositive Power:	0
		10	Shared Dispositive Power:	6,328,017
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     6,328,017
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     o
13.	Percent of Class Represented by Amount in Row (11):  9.2%
14.	Type of Reporting Person (See Instructions): CO

6

CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Destination Capital, LLC                         02-0675916
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): SC, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):    o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	0
		8.	Shared Voting Power:	590,288
		9.	Sole Dispositive Power:	0
		10	Shared Dispositive Power:	590,288
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     590,288
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     o
13.	Percent of Class Represented by Amount in Row (11):  0.9%
14.	Type of Reporting Person (See Instructions): OO

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CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Energy Fund II, LLC                                  68-0611670
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): WC, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):     o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	0
		8.	Shared Voting Power:	14,197,577
		9.	Sole Dispositive Power:	0
		10	Shared Dispositive Power:	14,197,577
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     14,197,577
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     o
13.	Percent of Class Represented by Amount in Row (11):  20.5%
14.	Type of Reporting Person (See Instructions): OO

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CUSIP No. 59536W 10
1.	Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Christenson Electric, Inc.   93-0502175
2.	Check the Appropriate Box if a Member of a Group (See Instructions): (a)         o (b)         o
3.	SEC Use Only:
4.	Source of Funds (See Instructions): SC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):     o
6.	Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power:	0
		8.	Shared Voting Power:	0
		9.	Sole Dispositive Power:	0
		10	Shared Dispositive Power:	0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:     0
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     o
13.	Percent of Class Represented by Amount in Row (11):  0%
14.	Type of Reporting Person (See Instructions): CO

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Explanatory Note: This Schedule 13D/A amends and combines each of the Schedule 13Ds filed by JMW Capital Partners, Inc. (now Aequitas Capital Management, Inc.) and Christenson Group LLC. In addition, this Schedule 13D/A adds new reporting persons.

Item 1. Security and Issuer

Issuer:	Microfield Group, Inc. (“Company”) 111 SW Columbia Street, Suite 480 Portland, Oregon 97201
Title of Security:	Common stock (“Shares”)

Item 2. Identity and Background

This Schedule 13D/A is filed jointly by each of the persons listed below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the “Act”).

The persons listed below are collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this Schedule 13D/A as Exhibit A (Exhibit 99.1, which is incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. The Reporting Persons expressly disclaim that they have agreed to act as a group.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement will not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13D/A held by any other person.

The following are Reporting Persons:

1. Aequitas Capital Management, Inc. (formerly JMW Capital Partners, Inc.)

(a) Name: Aequitas Capital Management, Inc. (formerly JMW Capital Partners, Inc.), an Oregon corporation (“Aequitas”)

(b) Principal Office: 805 SW Broadway, Suite 560 Portland, Oregon 97205

(c) Present Principal Business: Business consulting and investment banking and advisory services

(d)  Criminal Conviction: None 

(e) Civil Securities Violation: None

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2. JMW Group, LLC 

(a) Name: JMW Group, LLC, an Oregon limited liability company (“JMW”)

(b) Principal Office: 805 SW Broadway, Suite 560 Portland, Oregon 97205 

(c) Present Principal Business: Investment partnership and holding company 

(d) Criminal Conviction: None 

(e) Civil Securities Violation:None 

3. Christenson Group LLC 

(a) Name: Christenson Group LLC, an Oregon limited liability company 

(b) Principal Office: 805 SW Broadway, Suite 560 Portland, Oregon 97205 

(c) Present Principal Business: Ownership of CEAC, Inc. 

(d) Criminal Conviction: None 

(e) Civil Securities Violation:None 

4. CEAC, Inc. 

(a)  Name: CEAC, Inc.  an Oregon corporation

(b) Principal Office: 805 SW Broadway, Suite 560 Portland, Oregon 97205

(c) Present Principal Business: Securities holding company 

(d) Criminal Conviction: None 

(e) Civil Securities Violation:None 

5. Christenson Leasing Company, LLC (“CLC”) 

(a)  Name: Christenson Leasing Company, LLC,  an Oregon limited liability company

(b) Principal Office: 805 SW Broadway, Suite 560 Portland, Oregon 97205

(c) Present Principal Business: Equipment leasing & finance 

(d) Criminal Conviction: None 

(e) Civil Securities Violation:None 

6. Destination Capital, LLC (“Destination”) 

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(a)  Name: Destination Capital, LLC, an Oregon limited liability company

(b) Principal Office: 805 SW Broadway, Suite 560 Portland, Oregon 97205

(c) Present Principal Business: Specialty finance company 

(d) Criminal Conviction: None 

(e) Civil Securities Violation:None 

7. Energy Fund II, LLC (“EF II”) 

(a)  Name: Energy Fund II, LLC, an Oregon limited liability company

(b) Principal Office: 805 SW Broadway, Suite 560 Portland, Oregon 97205

(c) Present Principal Business: Investment Partnership 

(d) Criminal Conviction: None 

(e) Civil Securities Violation:None 

8. Christenson Electric, Inc. (“CEI”) 

(a)  Name: Christenson Electric, Inc.,  an Oregon corporation

(b) Principal Office: 111 SW Columbia St., Suite 480, Portland, Oregon 97201

(c) Present Principal Business: Electrical Services 

(d) Criminal Conviction: None 

(e) Civil Securities Violation:None 

Instruction C Information:

JMW controls each of the other Reporting Persons through its direct and indirect equity ownership in each Reporting Person. Aequitas is the manager of JMW, Christenson Group LLC, Destination, CLC, and EF II. All investment and voting decisions with respect to the Company’s securities owned by the Reporting Persons are made by the public company investment committee of Aequitas. The following information is provided with respect to the executive officers, directors, and public company investment committee members of Aequitas and the executive officers and directors of CEAC, Inc. and CEI.

Aequitas Capital Management, Inc.

Name: Residence or business address: Principal occupation or employment:

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Robert J. Jesenik	805 SW Broadway, Suite 560 Portland, Oregon 97205	CEO, director, public company investment committee member
Brian A. Oliver	805 SW Broadway, Suite 560 Portland, Oregon 97205	President, director, public company investment committee member
Thomas A. Sidley	805 SW Broadway, Suite 560 Portland, Oregon 97205	Vice President, director, public company investment committee member
Andrew S. Craig	805 SW Broadway, Suite 560 Portland, Oregon 97205	Secretary

CEAC, Inc.

Name:	Residence or business address:	Principal occupation or employment:
Robert J. Jesenik	805 SW Broadway, Suite 560 Portland, Oregon 97205	CEO and President, director
Brian A. Oliver	805 SW Broadway, Suite 560 Portland, Oregon 97205	Vice President
Andrew S. Craig	805 SW Broadway, Suite 560 Portland, Oregon 97205	Secretary

Christenson Electric, Inc.*

Name:	Residence or business address:	Principal occupation or employment:
Robert J. Jesenik	805 SW Broadway, Suite 560 Portland, Oregon 97205	Director, CEO and President
Larry L. Sevy	805 SW Broadway, Suite 560 Portland, Oregon 97205	Chief Operating Officer--Power Services
Andrew S. Craig	805 SW Broadway, Suite 560 Portland, Oregon 97205	Vice President and General Counsel, Secretary

*The information regarding the executive officers and directors of Christenson Electric, Inc. is as of the time that Christenson Electric, Inc. was subject to the reporting requirements of Section 13(d) of the Act.

Each person listed above is a citizen of the United States. During the last five years, to the best knowledge of the Reporting Persons, the persons listed above have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

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Item 3. Source and Amount of Funds

The Reporting Persons have purchased shares of the Company as follows:

• Pursuant to a Note and Warrant Purchase Agreement dated June 30, 2000, Aequitas (then known as JMW Capital Partners, Inc.) acquired from the Company (i) two warrants to purchase an aggregate of 2,066,000 shares of the common stock of the Company in exchange for $20,660 and (ii) a Subordinated Promissory Note in the principal amount of $400,000. Aequitas acquired the warrants described below as additional consideration for its $400,000 loan to the Company. In connection with the loan and the purchase of the warrants described herein, Aequitas has the right to appoint directors to fill two vacancies on the Company's Board of Directors. The two warrants give Aequitas the right to purchase an aggregate of 2,066,000 shares of the common stock of the Company, 1,033,000 shares of which may be purchased at an exercise price of $0.50 per share and 1,033,000 shares of which may be purchased at an exercise price of $0.38722 per share. The warrants are immediately exercisable and will remain exercisable until June 30, 2005. Certain of these warrants were extended until June 30, 2007, as more fully described below. In connection with this transaction, the Company and Aequitas entered into a Registration Rights Agreement dated June 30, 2000 which provides Aequitas certain registration rights and contains a “market stand-off” provision. The forms of Note and Warrant Purchase Agreement (Exhibit 99.5), Stock Purchase Warrant (Exhibit 99.3), Subordinated Promissory Note (Exhibit 99.2) and Registration Rights Agreement (Exhibit 99.4) which relate to the above-described transaction are filed as exhibits to this Schedule 13D.

• On or about September 16, 2002, Aequitas assigned the warrants to purchase an aggregate of 2,066,000 shares of the common stock of the Company to its shareholders as follows: (i) $0.38722 exercise price: Robert J. Jesenik—413,200 warrant shares; Dennis Wade—413,200 warrant shares; Brian A. Oliver—103,300 warrant shares; Thomas A. Sidley—103,300 warrant shares; and (ii) $0.50 exercise price: Robert J. Jesenik—413,200 warrant shares; Dennis Wade—413,200 warrant shares; Brian A. Oliver—103,300 warrant shares; Thomas A. Sidley—103,300 warrant shares. The forms of the Amended and Restated Stock Purchase Warrants issued to these individuals are filed as exhibits to this Schedule 13D (Exhibit 99.6). Pursuant to an Agreement to Satisfy Obligations dated September 15, 2003 between the Company, Aequitas and Christenson Technology Services, Inc., a subsidiary of the Company (“CTS”), and in connection with the cancellation of certain debt owed by CTS to Aequitas, the Company agreed to extend the expiration date for exercise of the Amended and Restated Stock Purchase Warrants for Mr. Jesenik, Mr. Oliver and Mr. Sidley to June 30, 2007. The forms of the Second Amended and Restated Stock Purchase Warrants issued to these individuals are filed as exhibits to this Schedule 13D (Exhibit 99.7).

• JMW MICG Holdings LLC purchased 545,455 common shares from the Company on September 16, 2002 for $120,000 for the purpose of investment. The purchase was effected pursuant to a Common Stock Purchase Agreement dated September 16, 2002 among the Company, R. Patrick Hanlin, Steven M. Wright, James F. Rippey, Dark Horse Comics, Inc., and JMW MICG Holdings, LLC, and filed as an exhibit to this Schedule 13D (Exhibit 99.8). JMW MICG Holdings LLC was dissolved on or about

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April 27, 2005 and all of these shares were distributed to the following members: NoiZe, LLC (98,946), Mike Martin (197,892), Seth A. Buechley (39,578), Andrew S. Craig (39,578), Michael L. Larson (39,578), Brian A. Oliver (19,789) and Aequitas Capital Management, Inc. (110,094).

On or about September 15, 2005, NoiZe, LLC distributed to its members all of the 98,946 common shares of the Company received from JMW MICG Holdings LLC. At that time, Aequitas had a 1/6 (16.6667%) membership interest in NoiZe, LLC. As a result, Aequitas received (through its representative Robert J. Jesenik) 16,491 common shares of the Company.

• Aequitas received 45,455 common shares from the Company as a financing success fee related to the acquisition of Innovative Safety Technologies, LLC by the Company in September 2002. The common shares were received in lieu of the cash payment otherwise due to Aequitas pursuant to the engagement letter with the Company dated July 17, 2002 and filed as an exhibit to this Schedule 13D (Exhibit 99.9). These shares were subsequently pledged to Sterling Savings Bank to secure loan obligations of JMW Group, LLC (“JMW”) owed to Sterling Savings Bank pursuant to a loan agreement dated February 23, 2004 (this pledge was subsequently released).

• On September 16, 2003, Christenson Group LLC acquired 4,193,142 shares of the Company’s common stock in a triangular merger in exchange for its stock in CTS. CTS merged into a wholly owned subsidiary of the Company pursuant to an Agreement and Plan of Merger dated September 15, 2003, among the Company, CTS Acquisition Co., CTS, and Christenson Group LLC. The transaction was completed on September 16, 2003. Of the shares received in the merger by Christenson Group LLC, 250,000 shares of common stock were held in escrow pursuant to an Indemnification Escrow Agreement dated September 15, 2003, among the Company, Kurt A. Underwood, TSI Telecommunication Services, Inc., Kurt A. Underwood, as representative for certain shareholders, Christenson Group LLC, Robert Jesenik, as representative for certain shareholders, and Anthony J. Motschenbacher, as escrow agent. In the event of an indemnification claim arising under the terms of the Agreement and Plan of Merger, the shares in escrow are subject to forfeiture to the Company. The indemnification escrow has subsequently been terminated in accordance with the terms of the agreement. In connection with the acquisition of shares, Kurt A. Underwood, TSI Telecommunication Services Inc., Christenson Group LLC, Robert Jesenik, JMW-MICG Holdings, LLC, Steven M. Wright, R. Patrick Hanlin, Michael Stansell and the Company entered into a Registration Rights and Lock-Up Agreement dated September 15, 2003 (amended effective April 30, 2004 as to Christenson Group LLC) giving the securities holders certain registration rights and providing for a lock-up. The Agreement and Plan of Merger (Exhibit 99.10), Indemnification Escrow Agreement (Exhibit 99.11), Termination of Indemnification Escrow Agreement (Exhibit 99.12), Registration Rights and Lock-Up Agreement (Exhibit 99.13) and Amendment dated April 30, 2004 (Exhibit 99.14) are filed as exhibits to this Schedule 13D.

On or about September 17, 2004, 1,680,812 of these common shares were distributed to Brian N. Christopher (through the Brian N. Christopher Living Trust) and 204,712 of these common shares were distributed to Kevin D. Robertson (and Pamela J. Robertson

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as joint tenants with right of survivorship) in satisfaction of certain obligations owing by Christenson Group LLC to Christopher and Robertson and in redemption of their entire membership interests in Christenson Group LLC. The transfers were made pursuant to Note Payment and Membership Interest Sale Agreements dated August 1, 2004 which are filed as exhibits to this Schedule 13D (Exhibits 99.15 and 99.16). Following these transfers, Christenson Group LLC held 2,307,618 common shares of the Company.

• Effective September 15, 2003, the Company, CTS and Aequitas entered into an Agreement to Satisfy Obligations. Under this agreement, CTS acknowledged debt in the amount of $150,000 owed to Aequitas. This debt arose within CTS prior to the acquisition by the Company and was used for operating activities. After consummation of the acquisition of CTS by the Company and upon issuance of preferred shares in conjunction with the Series 2 preferred stock private placement, the Company converted the note payable ($150,000 outstanding) to Aequitas into 357,143 shares of the Company’s Series 2 preferred stock. Series 2 preferred stock is convertible on a 1-to-1 basis for common stock. These shares were subsequently pledged to Sterling Savings Bank to secure loan obligations of JMW owed to Sterling Savings Bank pursuant to a loan agreement dated February 23, 2004 (this pledge was subsequently released). The Agreement to Satisfy Obligations is filed as an exhibit to this Schedule 13D (Exhibit 99.17).

In addition, effective September 15, 2003, the Company, CTS and Christenson Electric, Inc. (“CEI”) entered into an Agreement to Consolidate, Amend and Satisfy Obligations. Under this agreement, CTS acknowledged debts of $1.5 million and $265,189.42 owed to CEI. These debts arose within CTS prior to the acquisition by the Company, and relate to the purchase of CEI’s inventory and customer lists by CTS. This was a transaction between entities under common control. After consummation of the acquisition of CTS by the Company and upon issuance of preferred shares in conjunction with the Series 2 preferred stock private placement, the Company converted $365,000 of the two notes payable to CEI into 869,048 shares of Series 2 preferred stock. On September 15, 2003, CTS executed a new Subordinated Amended and Restated Promissory Note for the remaining $1,400,000 due to CEI. There was nointerest accrued or paid on this note, according to its terms. On November 17, 2003 the Company converted the note payable into 3,333,333 shares of Series 2 preferred stock. All such 4,202,381 Series 2 preferred shares were subsequently pledged to U.S. Bank to secure loan obligations of CEAC and CEI pursuant to a senior credit facility agreement. The Agreement to Consolidate, Amend and Satisfy Obligations is filed as an exhibit to this Schedule 13D (Exhibit 99.18).

• Pursuant to a Subscription Agreement dated October 3, 2003, JMW purchased 225,536 shares of Series 2 preferred stock (with an associated 5 year warrant to purchase 31,575 common shares at an exercise price of $0.42 per share) from the Company for $94,725 for the purpose of investment. In addition, pursuant to a Subscription Agreement dated October 3, 2003, JMW purchased 375,893 shares of Series 2 preferred stock (with an associated 5 year warrant to purchase 52,625 common shares at an exercise price of $0.42 per share) from the Company for $157,875 for the purpose of investment. The $157,875 purchase price was paid by cancellation of a note payable obligation (dated August 5, 2003 in the face amount of $157,875) due from CTS to JMW. This debt arose within

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CTS prior to the acquisition by the Company and was used for operating activities. The Series 2 preferred shares were subsequently pledged to Sterling Savings Bank to secure loan obligations of JMW owed to Sterling Savings Bank pursuant to a loan agreement dated February 23, 2004 (this pledge was subsequently released).

In connection with these transactions, CEI, R. Patrick Hanlin, Kurt A. Underwood, Christenson Group LLC, Aequitas, Stanley W. Smith, Thurman Holdings I, Limited Partnership, Brian Grant, R.L. Maulsby and Cindy M. Maulsby, trustees under the Maulsby Living Trust dated June 21, 1995, Carrie A. Prunty and the Company entered into a Registration Rights Series 2 Preferred Stock agreement dated October 3, 2003, giving the securities holders certain registration rights and providing for a lock-up. The Registration Rights Series 2 Preferred Stock agreement is filed as an exhibit to this Schedule 13D (Exhibit 99.19).

Also in connection with these transactions, JMW, Lincoln Trust Company as Trustee fbo Elgie J. McGrath, Kevin D. Robertson, Brian N. Christopher and the Company entered into a Registration Rights Series 2 Preferred Stock agreement dated October 3, 2003, giving the securities holders certain registration rights and providing for a lock-up. The Subscription Agreements (Exhibits 99.20 and 99.21) and Registration Rights Series 2 Preferred Stock Agreement (Exhibit 99.22) are filed as exhibits to this Schedule 13D.

• On January 22, 2004, Christenson Velagio, Inc. (formerly known as Christenson Technology Services, Inc.)(“CVI”) entered into a Contract of Sale and Security Agreement with Destination under which CVI agreed to sell its acceptable, eligible accounts receivable to Destination, in exchange for borrowing up to $600,000 (but not to exceed 15% of eligible accounts) from Destination under the terms of a Promissory Note. The obligations of CVI were guaranteed by the Company. Under the terms of the agreement between CVI and Destination, CVI paid interest at the rate of prime plus 14% per annum on the outstanding Note balance, and the Company also issued warrants to purchase its common shares in the amount of 1% of the fully diluted common shares, per month, for each calendar month during which the Note was outstanding. The warrants have a 5 year life and will be issued at the lower of $0.42 or the price of any other common or preferred equity issued in the 6 months following the date of the agreement. During the 6 month agreement period, the Company issued incentive stock options at $0.31 per share, therefore the exercise price per share used for these warrants was reduced to $0.31. The Company initially was obligated to issue warrants to purchase 350,389 common shares at the time the Note was issued. This debt was outstanding on February 1, 2004, March 1, 2004 and April 1, 2004 and in accordance with the terms of the Contract of Sale and Security Agreement, the Company was further obligated to issue additional warrants to purchase 1,053,159 shares of the Company’s common stock. The Promissory Note was repaid in full during April 2004.

For purposes of funding the $600,000 loaned to CVI pursuant to the Contract of Sale and Security Agreement, Destination borrowed $300,000 from PatRick Investments, LLC, $200,000 from Lori Diaz and $100,000 from JMW. Pursuant to loan agreements with each of these lenders, Destination agreed to assign the warrants required to be issued by the Company as follows: PatRick Investments, LLC—50% of the warrant shares; Lori Diaz—33% of the warrant shares; and JMW—17% of the warrant shares. The Company

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issued a warrant to Destination for 1,403,548 common shares on or about July 1, 2004. Effective July 15, 2004, Destination assigned the warrant as follows: PatRick Investments, LLC—701,774 warrant shares; Lori Diaz—463,170 warrant shares; and JMW—238,604 warrant shares. Also effective July 15, 2004, JMW assigned a portion of its warrant shares as follows: Heritage Christian School—100,000 warrant shares; and Gerald W. Frank—100,000 warrant shares. Following these assignments, JMW retained a warrant to purchase 38,604 shares with an exercise expiration date of July 15, 2009.

The Contract of Sale and Security Agreement (Exhibit 99.23), Promissory Note (Exhibit 99.24) and Form of Stock Purchase Warrant (Exhibit 99.25) are filed as exhibits to this Schedule 13D.

• On April 2, 2004, CVI, CEI, CLC, JMW, JW Assurance and Holding Limited, Aequitas, R. Patrick Hanlin, Steven M. Wright and the Company entered into an Agreement to Satisfy Obligations pursuant to which the Company issued Series 3 preferred stock (convertible on a 1-for-1,000 basis for common stock) in satisfaction of outstanding obligations to the various entities, as follows (in part):

Reporting Person	Amount owed by CVI	Number of Series 3 preferred shares issued in satisfaction
CEI	$52,767.12	125.636
CLC	$1,364,607.06	3,241.922
JMW	$8,521.10	20.288
Aequitas	$28,694.59	68.320

CLC subsequently pledged a portion of its shares as follows: 1,500 to Sterling Savings Bank to secure loan obligations owed by JMW pursuant to a loan agreement dated February 23, 2004 (this pledge was subsequently released); and 1,500 to PatRick Investments, LLC to secure loan obligations owed by JMW pursuant to a loan agreement dated April 19, 2004.

In connection with the Agreement to Satisfy Obligations, the same parties also entered into a Series 3 Registration Rights and Lock-Up Agreement giving the securities holders certain registration rights and providing for a lock-up. The Agreement to Satisfy Obligations (Exhibit 99.26) and Series 3 Registration Rights and Lock-Up Agreement (Exhibit 99.27) are filed as exhibits to this Schedule 13D.

• On August 24, 2004, CVI entered into a Business Loan Agreement with Destination under which CVI can borrow up to $2,000,000 based on Destination’s discretion and funds availability. Under the terms of the agreement, CVI pays interest at prime plus 10% (prime plus 12% in the event of a default), with 9 monthly interest only payments starting September 24, 2004, and 15 monthly principal payments of $83,333 plus accrued interest until maturity. At loan maturity on August 24, 2006, any remaining principal and accrued interest owed is then due and payable. The Company has guaranteed all obligations of CVI and will issue to Destination the number of warrants equal to 12.5% of the unpaid principal balance of the loan, calculated as of the first day of each month the loan is outstanding, beginning in August 2004. These warrants have a 5 year life and will be issued at the lower of $0.38 or the price applicable to any shares, warrants or

18

options (excluding options granted to employees or directors) issued by the Company while the loan is outstanding.

For purposes of funding the amounts loaned to CVI pursuant to the Business Loan Agreement, Destination sold loan participation interests to JMW and CLC to the full extent of all amounts loaned to CVI pursuant to Non-Recourse Loan Participation Agreements dated July 27, 2004 and September 10, 2004. As a result, JMW provided $750,000 of the total funds loaned to CVI and CLC provided $450,000. Pursuant to these participation agreements, Destination agreed to assign to JMW and CLC on a prorata basis all warrants required to be issued by the Company.

The Business Loan Agreement was amended pursuant to a First Amendment of Business Loan Agreement dated October 1, 2004 which clarified the term of the warrants to be issued by the Company. Destination, CVI and the Company entered into a Forbearance Agreement dated February 28, 2005 which permitted CVI to cure a payment default under the Business Loan Agreement and which provided for a decrease in the exercise price of the warrants to be issued to Destination in the event that all or any part of the outstanding loan balance was converted to stock of the Company at a price lower than $0.38 per common share equivalent.

Destination, CVI and the Company entered into an Assignment of Business Loan Agreement and Promissory Note dated August 1, 2005 whereby Destination assigned its interest in the Business Loan Agreement and the Promissory Note made and delivered by CVI to JMW and CLC. This agreement further provided for CVI to make 3 new promissory notes in favor of JMW and CLC to replace the original Promissory Note and to provide for modified payment terms. Destination, CVI and the Company also verbally agreed that no additional warrants would accrue under the Business Loan Agreement after July 2005.

Beginning August 1, 2004, the outstanding loan balances and the warrants required to be issued by the Company are summarized as follows:

			Warrants to be
Date	Loan Balance		Issued
August 1, 2004	$	300,000		37,500
September 1, 2004	$	750,000		93,750
October 1, 2004	$	1,200,000		150,000
November 1, 2004	$	1,200,000		150,000
December 1, 2004	$	1,200,000		150,000
January 1, 2005	$	1,200,000		150,000
February 1, 2005	$	1,200,000		150,000
March 1, 2005	$	1,200,000		150,000
April 1, 2005	$	1,200,000		150,000
May 1, 2005	$	1,200,000		150,000
June 1, 2005	$	1,200,000		150,000
July 1, 2005	$	1,158,336		144,792
Total warrants to be issued				1,626,042

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Pursuant to the Non-Recourse Loan Participation Agreements, Destination assigned the warrants issued by the Company as follows: JMW—1,064,771 warrant shares; and CLC—561,271 warrant shares.

The Business Loan Agreement (Exhibit 99.28), Promissory Note (Exhibit 99.29), First Amendment of Business Loan Agreement (Exhibit 99.30), Forbearance Agreement (Exhibit 99.31), Assignment of Business Loan Agreement and Promissory Note (Exhibit 99.32), Replacement Promissory Notes (Exhibits 99.33, 99.34 and 99.35), Non-Recourse Loan Participation Agreements (Exhibit 99.36 and 99.37) and Warrants (Exhibit 99.25), and Assignments are attached as exhibits to this Schedule 13D.

• On September 10, 2004, CVI entered into a Master Vehicle Lease Termination Agreement with CLC, under which CVI terminated its previous master vehicle lease agreement with CLC which was scheduled to expire August 31, 2006. Under the terms of this termination agreement, CVI was released from its obligation under the previous master vehicle lease agreement. In consideration for this release, the Company issued to CLC a warrant with a 5 year life to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.38 per share or, if less, the price applicable to any shares, warrants or options (excluding options granted to employees or directors) issued by the Company after the initial exercise date. Simultaneously with the termination of the vehicle lease between CLC and CVI, CLC sold its interest in the leased vehicles to Destination Microfield, LLC for $1,200,000 and Destination Microfield, LLC entered into a new Master Vehicle Lease Agreement with CVI. In connection with the vehicle sale, CLC also assigned the warrant to purchase 1,000,000 shares to Destination Microfield, LLC effective October 1, 2004. The Master Vehicle Lease Termination Agreement (Exhibit 99.38), First Amendment of Master Vehicle Lease Termination Agreement (Exhibit 99.39), Warrants (Exhibit 99.25), and Warrant Assignment (Exhibit 99.40) are attached as exhibits to this Schedule 13D.

• On or about April 8, 2004, JMW purchased 2,631.579 shares of Series 4 preferred stock from the Company for $1,000,000 for the purpose of investment. The purchase was effected pursuant to a Subscription Agreement dated April 20, 2004. Series 4 preferred stock is convertible on a 1-for-1,000 basis for common stock. The purchase price for the stock was funded by a loan for $1,000,000 from PatRick Investments, LLC to JMW pursuant to a Loan Agreement dated April 19, 2004. The loan was secured in part by a pledge of the Series 4 preferred stock purchased by JMW and a pledge of 1,500 Series 3 preferred shares owned by CLC. Under the terms of the Loan Agreement, JMW agreed to give the lender the right to purchase up to 40% of the Series 4 preferred shares purchased by JMW from the Company. The Loan Agreement was amended pursuant to a First Amendment of Loan Agreement dated September 16, 2005 which provided, in part, that the lender would have the option to acquire 526.316 of the Series 4 preferred shares purchased by JMW if JMW repaid the loan in full without default. The Subscription Agreement (Exhibit 99.41), Loan Agreement (Exhibit 99.42), and First Amendment of Loan Agreement (Exhibit 99.43) are attached as exhibits to this Schedule 13D.

In connection with this transaction, JMW and the Company entered into a Series 4

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Registration Rights and Lock-Up Agreement dated April 8, 2004, giving the securities holder certain registration rights and providing for a lock-up. The Series 4 Registration Rights and Lock-Up Agreement is filed as an exhibit to this Schedule 13D (Exhibit 99.44).

• Effective June 10, 2005, Christenson Group LLC made a prorata distribution to its members of 2,307,618 common shares of the Company as follows:

Member	Common Shares
JMW Group, LLC	1,552,914
Destination Capital, LLC	550,993
William C. McCormick	103,512
Larry L. Sevy	41,405
Elgie J. McGrath	38,092
Pamela J. Robertson	20,702
Total	2,307,618

A Form of Mellon Investor Services Stock Power evidencing these distributions is attached as an exhibit to this Schedule 13D (Exhibit 99.45)

• Effective June 15, 2005, JMW made a prorata distribution to its members of shares of the Company as follows:

Member	Common	Series 2 Preferred	Series 3 Preferred	Series 4 Preferred
PatRick Investments, LLC	258,819	100,238	3.381	263.158
Rick Terrell	258,819	100,238	3.381	263.158
Robert J. Jesenik	502,109	194,462	6.560	510.526
Brian A. Oliver	301,265	116,677	3.936	306.316
Thomas A. Sidley	200,844	77,785	2.624	204.210
Stanley W. Smith	31,058	12,029	0.406	31.579
Total	1,552,914	601,429	20.288	1,578.947

A Form of Mellon Investor Services Stock Power evidencing these distributions is attached as an exhibit to this Schedule 13D (Exhibit 99.45).

• Effective July 15, 2005, Destination made a prorata distribution to its members of the 550,993 common shares of the Company which had been transferred to Destination from Christenson Group LLC as follows:

Member	Common Shares
JMW Group, LLC	502,633
Thurman Holdings I, LP	27,067
William C. McCormick	13,533
Elgie J. McGrath	7,760

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Total 550,993

A Form of Mellon Investor Services Stock Power evidencing these distributions is attached as an exhibit to this Schedule 13D (Exhibit 99.45).

• Effective July 15, 2005, JMW made a prorata distribution to its members of the 502,993 common shares of the Company which had been transferred to JMW from Destination as follows:

Member	Common Shares
PatRick Investments, LLC	83,772
Rick Terrell	83,772
Robert J. Jesenik	162,518
Brian A. Oliver	97,511
Thomas A. Sidley	65,007
Stanley W. Smith	10,053
Total	502,633

A Form of Mellon Investor Services Stock Power evidencing these distributions is attached as an exhibit to this Schedule 13D (Exhibit 99.45).

• Pursuant to an Agreement and Plan of Merger dated July 20, 2005, among the Company, CPS Acquisition Co., CEI, and CEAC, Inc. (sole shareholder of CEI)(“CEAC”), the Company acquired CEI through a merger. Pursuant to the Agreement and Plan of Merger, the Company guaranteed term debt of CEI and issued 2,000,000 shares of its common stock to CEAC. The value of the merger was determined based on a Company share price of $0.67, which was the closing price for the Company’s common stock at the close of trading on July 20, 2005. The acquisition closing date was July 20, 2005. The Agreement and Plan of Merger is attached as an exhibit to this Schedule 13D. Of the shares received in the merger by CEAC, 2,000,000 shares of common stock are held in escrow pursuant to an Indemnification Escrow Agreement dated July 20, 2005, among the Company, CPS Acquisition Co., CEI, CEAC, and John A. Hirschy, as escrow agent. In the event of an indemnification claim arising under the terms of the Agreement and Plan of Merger, the shares in escrow are subject to forfeiture to the Company. The shares in escrow are subject to a security interest in favor of U.S. Bank and, upon termination of the indemnification escrow, the shares (or proceeds thereof) are to be delivered and pledged to U.S. Bank to secure loan obligations owed by CEAC.

As a part of this merger, CEI distributed to CEAC, Inc. 4,202,381 Series 2 and 125.636 Series 3 preferred shares of the Company that were owned by CEI prior to the merger pursuant to an Assignment of Stock dated July 20, 2005. After the effective date of the merger, CEI no longer owns any shares of the Company. The Series 2 preferred shares are pledged to U.S. Bank to secure loan obligations owed by CEAC pursuant to an Amended and Restated Credit Agreement dated July 1, 2005.

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The Agreement and Plan of Merger (Exhibit 99.46), Indemnification Escrow Agreement (Exhibit 99.47), and Assignment of Stock (Exhibit 48) are filed as exhibits to this Schedule 13D.

• Effective August 1, 2005, Aequitas and Christenson Group LLC purchased common and Series 2 preferred shares of the Company from Kurt A. Underwood (“Underwood”) pursuant to a Stock Sale & Settlement Agreement dated on or about May 10, 2005. The purchase price was funded by insurance proceeds paid on behalf of Aequitas and Christenson Group LLC and resulted in purchases as follows:

Purchaser	Common	Series 2 Preferred	Purchase Price
Aequitas	986,246	34,483	$105,000
Christenson Group LLC	704,486	24,631	$75,000

The Stock Sale and Settlement Agreement is filed as an exhibit to this Schedule 13D (Exhibit 99.49).

• Effective August 1, 2005, CLC, JMW, Christenson Group LLC and Aequitas organized Energy Fund II, LLC, an Oregon limited liability company (“EFII”) which is managed by Aequitas. The initial capital contributions to EFII consisted of, in part, the shares of the Company purchased by Aequitas and Christenson Group LLC from Underwood and notes receivable due from CVI and CEI as follows:

Member	Contribution	Value	Units
Christenson Leasing Company, LLC	(1) Note Receivable due from Christenson Electric, Inc. for $500,000 (2) Note Receivable due from Christenson Velagio, Inc. for $420,000	$920,000	184
JMW Group, LLC	Note Receivable due from Christenson Velagio, Inc. for $180,000	$180,000	36
Christenson Group LLC	(1) 704,486 shares of Microfield common stock (2) 24,631 shares of Microfield Series 2 preferred stock	$75,000	15
Aequitas Capital Management, Inc.	(1) 986,246 shares of Microfield common stock (2) 34,483 shares of Microfield Series 2 preferred stock	$105,000	21

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• Effective August 1, 2005, EFII purchased from Underwood 1,714,226 common and 59,936 Series 2 preferred shares of the Company for the purchase price of $182,500.

• On or about August 23, 2005, EFII purchased 44 common shares (approximately 27% of the outstanding shares) of EnergyConnect, Inc., a Nevada corporation (“ECI”) pursuant to a letter agreement dated August 2, 2005. The purchase price for the shares was $450,000 and was paid using capital contributions from members of EFII. The Letter Agreement is filed as an exhibit to this Schedule 13D (Exhibit 99.50).

• Effective September 15, 2005, Aequitas organized Energy Fund III, LLC, an Oregon limited liability company (“EFIII”), to acquire or invest in securities of the Company and EFII. Aequitas serves as the manager of EFIII and is not a member of EFIII (although some employees of Aequitas are members of EFIII). As the manager, Aequitas is entitled to receive a management fee from EFIII.

Pursuant to a Subscription Agreement dated October 4, 2005, EFIII purchased a membership interest in EFII (comprising approximately 20.6% of outstanding membership units) for the sum of $500,000. Pursuant to a Subscription Agreement dated October 6, 2005, EFIII also purchased 878,571 shares of common stock (with an associated 5 year warrant to purchase 439,286 common shares at an exercise price of $0.90 per share) from the Company for $615,000 for the purpose of investment.

In connection with these transactions, EFIII and the Company entered into a Registration Rights Agreement dated October 6, 2005, giving the securities holder certain registration rights. The Subscription Agreements (Exhibit 99.51), Stock Purchase Warrant (Exhibit 99.52) and Registration Rights Agreement (Exhibit 99.53) are filed as exhibits to this Schedule 13D.

• Effective September 29, 2005, Aequitas organized Energy Fund IV, LLC, an Oregon limited liability company (“EFIV”), to acquire or invest in securities of the Company and EFIII. Aequitas serves as the manager of EFIII and is not a member of EFIII. As the manager, Aequitas is entitled to receive a management fee from EFIV.

Pursuant to a Subscription Agreement dated September 30, 2005, EFIV purchased a membership interest in EFIII (comprising approximately 35.4% of outstanding membership units) for the sum of $402,500.

Pursuant to a Subscription Agreement dated October 6, 2005, EFIV purchased 714,286 shares of common stock (with an associated 5 year warrant to purchase 357,143 common shares at an exercise price of $0.90 per share) from the Company for $500,000 for the purpose of investment. In connection with this transaction, EFIV and the Company entered into a Registration Rights Agreement dated October 6, 2005, giving the securities holder certain registration rights. The Subscription Agreement (Exhibit 99.54), Stock Purchase Warrant (Exhibit 99.55) and Registration Rights Agreement (Exhibit 99.56) are filed as exhibits to this Schedule 13D.

• Pursuant to an Agreement and Plan of Merger dated October 11, 2005, among the Company, ECI Acquisition Co. and ECI, the Company acquired ECI through a merger.

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Pursuant to the Agreement and Plan of Merger, the Company issued 6,206,564 shares of its common stock to EFII. In addition, the Company issued a warrant with a 5 year life to EFII to purchase 4,467,005 common shares of the Company at an exercise price of $2.58 per share. The Agreement and Plan of Merger (Exhibit 99.57) and Stock Purchase Warrant (Exhibit 99.58) are filed as exhibits to this Schedule 13D.

• Effective November 30, 2005, CLC distributed 1,241.922 Series 3 preferred shares of the Company to Destination.

A  Form of Stock Power evidencing this distribution is attached as an exhibit to this Schedule 13D (Exhibit 99.59).

• Pursuant to a Membership Interest Sale Agreement dated December 15, 2005, Destination agreed to purchase all membership units in Destination owned by Thurman Holdings I, Limited Partnership, an Oregon limited partnership (“THI”), in redemption of THI’s entire membership interest. The purchase price for the units is $427,490 and is to be paid by February 10, 2006. At Destination’s option, Destination may pay the purchase price in cash or by transferring 217,000 common shares of the Company to THI. Pursuant to an Amendment to the Membership Interest Sale Agreement dated February 3, 2006, Destination was given the additional option to pay the purchase price by transferring Preferred shares of the Company convertible into 217,000 common shares.

The Membership Interest Sale Agreement (Exhibit 99.60) and the Amendment to the Membership Interest Sale Agreement (Exhibit 99.61) are attached as exhibits to this Schedule 13D.

• Effective December 15, 2005, Destination assigned to CLC warrants to purchase 55,021 common shares of the Company. Effective December 19, 2005, CLC assigned to Destination warrants to purchase 561,271 common shares of the Company. Effective December 19, 2005, Destination further assigned warrants to purchase 370,983 common shares of the Company to JMW.

Assignments evidencing these distributions are attached as exhibits to this Schedule 13D (Exhibits 99.62-99.67)

• Effective December 19, 2005, CLC distributed to Destination 184 Units of EFII. Effective December 19, 2005, Destination distributed to JMW 460.827 Series 3 preferred shares of the Company and 184 Units of EFII.

An Assignment of Membership Interest (Exhibit 99.68) and a Form of Stock Power (Exhibit 99.59) evidencing these distributions are attached as exhibits to this Schedule 13D.

• Effective December 19, 2005, Destination distributed to JMW all of its membership interests in Christenson Group LLC (consisting of 1,678,609 Class A Units).

An Assignment of Membership Interest evidencing this distribution is attached as an exhibit to this Schedule 13D (Exhibit 99.69).

• Effective December 19, 2005 CLC distributed 1,600 Series 3 Preferred shares of the

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Company to Destination, and Destination distributed these 1,600 Series 3 Preferred shares of the Company to JMW.

A Form of Stock Power evidencing these distributions is attached as an exhibit to this Schedule 13D (Exhibit 99.59).

• Pursuant to a Unit Contribution Agreement dated December 20, 2005, JMW transferred all outstanding membership units in Destination (consisting of 8,024 Common Units and 212.76596 Preferred Units) to Aequitas in exchange for 1 share of Aequitas common stock.

The Unit Contribution Agreement (Exhibit 99.70) and an Assignment of Membership Interest (Exhibit 99.71) are attached as exhibits to this Schedule 13D.

• On February 8, 2006, Destination transferred 217 Series 3 Preferred shares of the Company to THI pursuant to the terms of the Membership Interest Sale Agreement as amended.

A Form of Stock Power evidencing this distribution is attached as an exhibit to this Schedule 13D (Exhibit 99.59).

• On February 8, 2006, Destination converted 564.095 Series 3 Preferred shares of the Company into 564,095 common shares of the Company, and distributed the 564,095 common shares as follows: 554,891 common shares to Kevin D. Robertson (and Pamela J. Robertson as joint tenants with right of survivorship), and 9,204 common shares to Brian N. Christopher (through the Brian N. Christopher Living Trust).

A Form of Mellon Investor Services Stock Power evidencing these distributions is attached as an exhibit to this Schedule 13D (Exhibit 99.45).

• Effective March 9, 2006, JMW exercised 1,479,470 warrants to purchase common shares of the Company on a net exercise basis, resulting in 1,206,108 common shares of the Company.•Effective March 10, 2006, Aequitas converted 357.143 Series 2 Preferred shares of the Company into 357,143 common shares of the Company.

• Effective March 15, 2006, JMW converted 460.827 Series 3 Preferred shares of the Company into 460,827 common shares of the Company, and converted 1,052.632 Series 4 Preferred shares of the Company into 1,052,632 common shares of the Company. Also effective March 15, 2006, JMW made a prorata distribution to its members of the 1,513,459 common shares of the Company as follows:

Member	Common Shares
PatRick Investments, LLC	607,092
Rick Terrell	154,550
Robert J. Jesenik	393,357

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Brian A. Oliver	179,899
Thomas A. Sidley	160,015
Stanley W. Smith	18,546
Total	1,513,459

A Form of Stock Power evidencing these distributions is attached as an exhibit to this Schedule 13D (Exhibit 99.59).

Item 4. Purpose of the transaction:

See Item 3 for the purpose of each acquisition.

Although no Reporting Person has any specific plan or proposal to acquire or dispose of Shares, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Shares or dispose of any or all of its Shares depending upon an ongoing evaluation of the investment in the Shares, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Person and/or other investment considerations. No Reporting Person has made a determination regarding a maximum or minimum number of Shares which it may hold at any point in time. Also, consistent with their investment intent, the Reporting Persons may engage in communications with one or more shareholders of the Company, one or more officers of the Company and/or one or more members of the board of directors of the Company regarding the Company, including but not limited to its operations.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer:

(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Reporting Person is incorporated by reference. The percentage amount set forth in Row 13 for all cover pages is calculated based upon 64,616,087 shares of common stock outstanding as of May 1, 2006 as reported by the Issuer in response to an inquiry from an employee of a Reporting Person. The Reporting Persons have reason to believe that this information is more current than the 55,557,870 shares of common stock outstanding as of March 1, 2006 as reported by the Company in its Form 10-KSB dated April 5, 2006 filed with the Securities and Exchange Commission on April 6, 2006.

See Item 3 for a description of which Reporting Persons have rights to acquire Shares.

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(c) See Item 3. 

(d) None.

(e) The following Reporting Persons ceased to be the owner of >5% of the common Shares on the dates indicated: 

Reporting Person	Date upon which Reporting Person ceased to be owner of >5% of the Shares
Christenson Leasing Company, LLC	November 30, 2005
Destination Capital, LLC	December 19, 2005
Christenson Electric, Inc.	July 20, 2005

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer

In addition to the agreements described below, see Item 3 for a description of contracts, arrangements, understandings or relationships.

• Robert Jesenik, Thomas Sidley and Brian Oliver each agreed to be bound by Section 7.2 of an Agreement and Plan of Merger between Microfield Group, Inc. and Innovative Safety Technologies, LLC dated September 16, 2002 and filed as an exhibit to this Schedule 13D.

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Item 7. Material to be Filed as Exhibits

Exhibit Number:	Exhibit Description:
99.1	Joint Filing Agreement.
99.2	Form of $400,000 Subordinated Promissory Note issued to JMW Capital Partners, Inc., dated June 30, 2000 (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-QSB for the three month period ended July 1, 2000). All filings of the Company incorporated by reference in this Schedule 13D may be accessed on the EDGAR system at www.sec.gov, file no. 000-26226.
99.3	Form of Stock Purchase Warrants to Purchase Shares of Common Stock of Microfield Group, Inc. issued to JMW Capital Partners, Inc., dated June 30, 2000 (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-QSB for the three month period ended July 1, 2000).
99.4	Form of Registration Rights Agreement between the Company and JMW Capital Partners, Inc., dated June 30, 2000 (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-QSB for the three month period ended July 1, 2000).
99.5	Form of Note and Warrant Purchase Agreement between the Company and JMW Capital Partners, Inc. dated June 30, 2000 (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-QSB for the three month period ended July 1, 2000).
99.6	Form of Amended and Restated Stock Purchase Warrant to Purchase shares of Common Stock of Microfield Group, Inc. issued to Robert J. Jesenik, Brian A. Oliver, Thomas A. Sidley, and Dennis Wade dated September 16, 2002.
99.7	Form of Second Amended and Restated Stock Purchase Warrant to Purchase shares of Common Stock of Microfield Group, Inc. issued to Robert J. Jesenik, Brian A. Oliver, and Thomas A. Sidley dated September 16, 2003.
99.8	Common Stock Purchase Agreement dated September 16, 2002 (incorporated by reference to Exhibit 4 to a Schedule 13D filed by JMW-MICG Holdings, LLC (file no. 0001195307) on October 9, 2002).
99.9	Engagement Letter between JMW Capital Partners, Inc and the Company dated July 17, 2002.
99.10	Agreement and Plan of Merger dated September 15, 2003, by and between Microfield Group, Inc., Christenson Technology Services, Inc., and Christenson Group LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on October 1, 2003).
99.11	Indemnification Escrow Agreement dated September 15, 2003 (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on October 1, 2003)
99.12	Termination of Indemnification Escrow Agreement dated August 1, 2005.

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99.13	Registration Rights and Lock-Up Agreement dated September 15, 2003 among Kurt A. Underwood, TSI Telecommunication Services Inc., Christenson Group LLC, Robert Jesenik, JMW-MICG Holdings, LLC, Steven M. Wright, R. Patrick Hanlin, Michael Stansell and Microfield Group, Inc.
99.14	Amendment of Registration Rights and Lock-Up Agreement dated effective April 30, 2004, between Christenson Group LLC and Microfield Group, Inc.
99.15	Note Payment and Membership Interest Sale Agreement dated August 1, 2004 by and among Christenson Group LLC, Brian N. Christopher, JMW Group, LLC, and Christenson Leasing Company, LLC.
99.16	Note Payment and Membership Interest Sale Agreement dated August 1, 2004 by and among Christenson Group LLC, Kevin D. Robertson, JMW Group, LLC, and Christenson Leasing Company, LLC.

99.17	Agreement to Satisfy Obligations dated September 15, 2003, among the Company, Christenson Technology Services, Inc. and JMW Capital Partners, Inc.
99.18	Agreement to Consolidate, Amend and Satisfy Obligations dated September 15, 2003 among the Company, Christenson Technology Services, Inc. and Christenson Electric, Inc.
99.19	Registration Rights Series 2 Preferred Stock agreement dated October 3, 2003, among Christenson Electric, Inc., R. Patrick Hanlin, Kurt A. Underwood, Christenson Group LLC, JMW Capital Partners, Inc., Stanley W. Smith, Thurman Holdings I, Limited Partnership, Brian Grant, R.L. Maulsby and Cindy M. Maulsby, trustees under the Maulsby Living Trust dated June 21, 1995, Carrie A. Prunty and the Company.
99.20	Subscription Agreement dated October 3, 2003 between JMW Group, LLC and the Company.
99.21	Subscription Agreement dated October 3, 2003 between JMW Group, LLC and the Company.
99.22	Registration Rights Series 2 Preferred Stock agreement dated October 3, 2003, among JMW Group, LLC, Elgie J. McGrath, Kevin D. Robertson, Brian N. Christopher and the Company.
99.23	Contract of Sale and Security Agreement dated January 22, 2004 between Destination Capital, LLC and the Company.
99.24	Promissory Note (Invoice Funding Facility) dated January 22, 2004 made by Christenson Velagio, Inc. in favor of Destination Capital, LLC.
99.25	Form of Stock Purchase Warrant to Purchase Shares of Common Stock of Microfield Group, Inc.
99.26	Agreement to Satisfy Obligations dated April 2, 2004, among Christenson Velagio, Inc., Christenson Electric, Inc., Christenson Leasing Company, LLC, JMW Group, LLC, JW Assurance and Holding Limited, JMW Capital Partners, Inc., R. Patrick Hanlin, Steven M. Wright, and the Company.
99.27	Series 3 Registration Rights and Lock-Up Agreement dated April 2, 2004, among Christenson Electric, Inc., Christenson Leasing Company, LLC, JMW Group, LLC, JW Assurance and Holding Limited, JMW Capital Partners, Inc., R. Patrick Hanlin, Steven M. Wright, and the Company.

30

99.28	Business Loan Agreement dated August 24, 2004 between Destination Capital, LLC and Christenson Velagio, Inc.
99.29	Promissory Note dated August 24, 2004 made by 2004 made by Christenson Velagio, Inc. in favor of Destination Capital, LLC.
99.30	First Amendment of Business Loan Agreement dated October 1, 2004 between Christenson Velagio, Inc. and Destination Capital, LLC.
99.31	Forbearance Agreement dated February 28, 2005 between Christenson Velagio, Inc. and Destination Capital, LLC.
99.32	Assignment of Business Loan Agreement and Promissory Note dated August 1, 2005 between Christenson Velagio, Inc. and the Company.
99.33	Promissory Note dated August 1, 2005 made by between Christenson Velagio, Inc. in favor of JMW Group, LLC.
99.34	Promissory Note dated August 1, 2005 made by between Christenson Velagio, Inc. in favor of JMW Group, LLC.
99.35	Promissory Note dated August 1, 2005 made by between Christenson Velagio, Inc. in favor of JMW Group, LLC.
99.36	Non-Recourse Loan Participation Agreement dated July 27, 2004 between Destination Capital, LLC and JMW Group, LLC
99.37	Non-Recourse Loan Participation Agreement dated September 10, 2004 between Destination Capital, LLC and Christenson Leasing Company, LLC
99.38	Master Vehicle Lease Termination Agreement dated September 10, 2004, between Christenson Velagio, Inc. and Christenson Leasing Company, LLC.
99.39	First Amendment of Master Vehicle Lease Termination Agreement dated October 1, 2004, between Microfield Group, Inc. and Christenson Leasing Company, LLC.
99.40	Assignment dated October 1, 2004 from Christenson Leasing Company, LLC to Destination Microfield, LLC.
99.41	Microfield, Inc. Subscription Agreement dated April 8, 2004 between JMW Group, LLC and the Company.
99.42	Loan Agreement dated April 19, 2004 between PatRick Investments, LLC and JMW Group, LLC.
99.43	First Amendment of Loan Agreement dated September 16, 2005 between PatRick Investments, LLC and JMW Group, LLC.
99.44	Series 4 Registration Rights and Lock-Up Agreement dated April 8, 2004 between JMW Group, LLC and the Company
99.45	Form of Mellon Investor Services Stock Power

31

99.46	Agreement and Plan of Merger dated July 20, 2005, among Microfield Group, Inc., CPS Acquisition Co., Christenson Electric, Inc., CEAC, Inc., which includes as exhibits the Indemnification Escrow Agreement and Registration Rights and Lock-Up Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on July 26, 2005).
99.47	Indemnification Escrow Agreement dated July 20, 2005 among the Company, CPS Acquisition Co., CEAC, Inc., Christenson Electric, Inc. and John A Hirschy.
99.48	Assignment of Stock dated July 20, 2005 from Christenson Electric, Inc. to CEAC, Inc.
99.49	Stock Sale & Settlement Agreement dated on or about May 10, 2005 among Kurt A. Underwood, Aequitas Capital Management, Inc., Christenson Group, LLC, the Company, Christenson Electric, Inc., Destination Capital, LLC, Christenson Velagio, Inc., Robert J. Jesenik, Steven M. Wright, Andrew S. Craig, Thomas A. Sidley, R. Patrick Hanlin, Michael Stansell, Brian A. Oliver, and Brian N. Christopher.
99.50	Letter Agreement dated August 2, 2005 between EnergyConnect, Inc. and Energy Fund II, LLC.
99.51	Microfield Group, Inc. Subscription Agreement dated October 13, 2005 between Energy Fund III, LLC and the Company.
99.52	Stock Purchase Warrant dated October 13, 2005 between the Company and Energy Fund III, LLC.
99.53	Registration Rights Agreement dated October 6, 2005 between the Company and Energy Fund IV, LLC.
99.54	Microfield Group, Inc. Subscription Agreement dated October 13, 2005 between Energy Fund IV, LLC and the Company.
99.55	Stock Purchase Warrant dated October 13, 2005 between the Company and Energy Fund IV, LLC.
99.56	Registration Rights Agreement dated October 6, 2005 between the Company and Energy Fund IV, LLC.
99.57	Agreement and Plan of Merger dated October 11, 2005 among ECI Acquisition Co., EnergyConnect, Inc. and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on October 19, 2005).
99.58	Form of Stock Purchase Warrant to Purchase Shares of Common Stock of Microfield Group, Inc. (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K filed on October 19, 2005).
99.59	Form of Stock Power
99.60	Membership Interest Sale Agreement between Destination Capital, LLC and Thurman Holdings I, Limited Partnership dated December 15, 2005
99.61	First Amendment to Membership Interest Sale Agreement between Destination Capital, LLC and Thurman Holdings I, Limited Partnership dated February 3, 2006
99.62	Assignment dated December 19, 2005 evidencing transfer from Destination Capital, LLC to Christenson Leasing Company, LLC

32

99.63	Assignment dated December 19, 2005 evidencing transfer from Christenson Leasing Company, LLC to Destination Capital, LLC
99.64	Assignment dated December 19, 2005 evidencing transfer from Christenson Leasing Company, LLC to Destination Capital, LLC
99.65	Assignment dated December 19, 2005 evidencing transfer from Destination Capital, LLC to JMW Group, LLC
99.66	Assignment dated December 19, 2005 evidencing transfer from Destination Capital, LLC to JMW Group, LLC
99.67	Assignment dated December 19, 2005 evidencing transfer from Destination Capital, LLC to JMW Group, LLC
99.68	Assignment of Membership Interest dated December 19, 2005 among Christenson Leasing Company, LLC, Destination Capital, LLC, and JMW Group, LLC.
99.69	Assignment of Membership Interest dated December 19, 2005 between Destination Capital, LLC and JMW Group, LLC.
99.70	Unit Contribution Agreement dated December 20, 2005 between JMW Group, LLC and Destination Capital, LLC.
99.71	Assignment of Membership Interest dated December 20, 2005 between JMW Group, LLC and Aequitas Capital Management, Inc.

33

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 16, 2006

AEQUITAS CAPITAL MANAGEMENT, INC.

/s/Robert J. Jesenik____________________

By: Robert J. Jesenik

Its: CEO

JMW GROUP, LLC, by its Manager

Aequitas Capital Management, Inc.

/s/Robert J. Jesenik____________________

By: Robert J. Jesenik

Its: CEO

CHRISTENSON GROUP LLC, by its Manager
Aequitas Capital Management, Inc.

/s/Robert J. Jesenik____________________

By: Robert J. Jesenik

Its: CEO

CEAC, INC.

/s/Robert J. Jesenik____________________

By: Robert J. Jesenik

Its: CEO

CHRISTENSON LEASING COMPANY, LLC, by its Manager

Aequitas Capital Management, Inc.

/s/Robert J. Jesenik____________________

By: Robert J. Jesenik

Its: CEO

DESTINATION CAPITAL, LLC, by its Manager,
Aequitas Capital Management, Inc.

/s/Robert J. Jesenik____________________

By: Robert J. Jesenik

Its: CEO

34

ENERGY FUND II, LLC, by its Manager

Aequitas Capital Management, Inc.

/s/ Robert J. Jesenik______________________

By: Robert J. Jesenik

Its: CEO

CHRISTENSON ELECTRIC, INC.

/s/A. Mark Walter______________________

By: A. Mark Walter

Its: President

35

EX-99.1

                             JOINT FILING AGREEMENT

         In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of Microfield Group, Inc., an Oregon corporation, and further
agrees that this Joint Filing Agreement be included as an exhibit to such
filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person
shall be responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate. This Joint Filing
Agreement may be executed in any number of counterparts, all of which together
shall constitute one and the same instrument.

DATED EFFECTIVE:  _____________, 2006.


                                     AEQUITAS CAPITAL MANAGEMENT, INC.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO

                                     JMW GROUP, LLC, by its Manager
                                     Aequitas Capital Management, Inc.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO

                                     CHRISTENSON GROUP LLC, by its Manager
                                     Aequitas Capital Management, Inc.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO

                                     CEAC, INC.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO

                                     CHRISTENSON LEASING COMPANY, LLC,
                                     by its Manager
                                     Aequitas Capital Management, Inc.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO



1 - JOINT FILING AGREEMENT
PDX/112816/141153/GWM/1327449.1







                                     DESTINATION CAPITAL, LLC, by its
                                     Manager, Aequitas Capital Management, Inc.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO


                                     ENERGY FUND II, LLC, by its Manager
                                     Aequitas Capital Management, Inc.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO


                                     ENERGY FUND III, LLC, by its Manager
                                     Aequitas Capital Management, Inc.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO


                                     ENERGY FUND IV, LLC, by its Manager
                                     Aequitas Capital Management, Inc.

                                      /s/ ROBERT J. JESENIK
                                     ---------------------------------------
                                     By:  Robert J. Jesenik
                                     Its:  CEO

                                     CHRISTENSON ELECTRIC, INC.

                                      /s/ A. MARK WALKER
                                     ---------------------------------------
                                     By:  A. Mark Walter
                                     Its:  President











2 - JOINT FILING AGREEMENT
PDX/112816/141153/GWM/1327449.1

EX-99.6

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2000-W-4.                                        WARRANT TO PURCHASE 413,200
                                                          SHARES OF COMMON STOCK

                   AMENDED AND RESTATED STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                          OF MICROFIELD GRAPHICS, INC.

         For value received, Microfield Graphics, Inc., an Oregon corporation
(the "Company"), grants to Robert J. Jesenik (the "Holder") the right, subject
to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 413,200 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and not in part. The number of
shares that may be purchased are subject to adjustment under the terms of this
Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 413,200 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.50 per share (adjusted as necessary in
accordance with Section 7).

         "COMMON STOCK" means the Common Stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATA" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on June 30,
2005.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means June 30, 2000.

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.








1 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole and not in part, by (i) surrendering this Warrant to the
Secretary of the Company, (ii) payment of any applicable consideration, and
(iii) executing and delivering to the Secretary of the Company the attached
Exercise Form, which must select one of the following exercise methods, to be at
the Holder's option:

                  2.2.1    EXERCISE FOR CASH. if the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A

where             X  =   the number of shares to be issued to the Holder
                         pursuant to this Section 2.3.

                  Y  =   the number of Warrant Shares underlying the Warrant
                         the Holder elects to exercise pursuant to this Section
                         2.2.3.


2 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                  A  =   the average closing ask price for one share of Common
                         Stock for the 10 trading days preceding the day the net
                         exercise election is made pursuant to this Section
                         2.2.3.

                  B  =   the Exercise Price in effect under this Warrant at the
                         time the net exercise election is made pursuant to this
                         Section 2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act or to the Lock-up Agreement
dated as of August 15, 2002 among the Company and certain investors in the
Company's securities, the Company may place conspicuously upon each certificate
representing the Warrant Shares a legend substantially in the following forms,
the terms of which arc agreed to by the Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP
         AGREEMENT DATED AS OF AUGUST _, 2002 AMONG THE COMPANY AND CERTAIN
         INVESTORS IN THE COMPANY'S SECURITIES.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no








3 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

case will the Company pay any taxes relating to income to the Holder resulting
from the issuance or exercise of this Warrant.

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

         3.2      LISTING OF WARRANT SHARES. The Company shall take all steps
necessary to cause the Warrant Shares issuable upon exercise of this Warrant to
be approved for listing on all securities exchanges or markets and all trading
or quotation facilities on which the Common Stock is listed as soon as possible
after the Initial Exercise Date and shall use commercially reasonable efforts to
maintain such listings until the earlier of the Expiration Date or the date this
Warrant is exercised in full.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.








4 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share shall be proportionately increased. The increases and reductions
provided for in this Section 7.1(a) shall be made with the intent and, as nearly
as practicable, the effect that neither the percentage of the total equity of
the Company obtainable on exercise of this Warrant nor the aggregate price
payable for such percentage shall be affected by any event described in this
Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and

5 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted down to a price equal to the quotient obtained by dividing the total
computed under clause (x) below by the total computed under clause (y) below as
follows:

                                    (x)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (y)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable



6 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of such options, warrants or
rights in accordance with their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.


7 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors;

                                    (C)      280,000 shares of Common Stock
(adjusted appropriately for stock dividends, splits, combinations and similar
transactions) issued or issuable upon the exercise of warrants outstanding on
the Initial Exercise Date;

                                    (D)      shares of Common Stock issued or
issuable upon the exercise of any warrant issued pursuant to the Note and
Warrant Purchase Agreement by and among the Company and JMW Capital Partners,
Inc. dated as of the Initial Exercise Date.

                                    (E)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (F)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give their
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at



8 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

all reasonable times for inspection by the Holder. Promptly (but in no event
more than 30 days) after each such adjustment, the Company shall give a copy of
such certificate by certified mail to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement, transfer may only be
made with the prior written consent of the Company, which shall not be
unreasonably withheld, and the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
securities under the Securities Act; provided, however, that notwithstanding the
foregoing, no consent of the Company shall be required for the assignment or
transfer of rights hereunder by a Holder to such assignor's or transferor's
partners, shareholders or members or retired partners or former shareholders or
members, if any, or for any other assignment or transfer to the spouse,
ancestors, lineal descendants or siblings of such assignor or transferor,
provided the transferee(s) certify to the Company that each is an "accredited
investor" within the meaning of Rule 501(a) under the Securities Act and that it
is acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, (c) one
day after deposit with a nationally recognized air courier service such as DHL
or Federal Express, or (d) on the date of facsimile transmission, with confirmed
transmission.


9 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                  If to the Company:
                  ------------------

                  Microfield Graphics, Inc.
                  16112 SW 72" Avenue
                  Portland, OR 97224
                  Attn: John B. Conroy, Chief Executive Officer
                  Fax: (503) 620-4090

                  With a copy to:
                  --------------

                  Stoel Rives LLP
                  900 SW Fifth Avenue
                  Portland, OR 97204
                  Attn: Robert J. Moorman
                  Fax: (503) 220-2480

                  If to the Holder:
                  -----------------

                  Robert J. Jesenik
                  _______________________
                  _______________________
                  Fax: (503) 905-6033

                  With a copy to:
                  --------------

                  Perkins Coie LLP
                  Suite 1500
                  1211 SW Fifth Avenue
                  Portland, OR 97204-3715
                  Attn: David Matheson
                  Fax: (503) 727-2222

or such other address as such party may designate by 10 days' advance written
notice to the other party.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or




10 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any securities or to receive any other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      PURCHASE AGREEMENT; REGISTRATION RIGHTS. This Warrant is one
of the Warrants referred in the Note and Warrant Purchase Agreement dated as of
June 30, 2000 between the Company and JMW Capital Partners, Inc. and shall
entitle the Holder to all of the rights granted


11 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

to holders of the Warrants thereunder, including the registration rights
provided in the Registration Rights Agreement (as defined therein).

         Dated as of: September 16, 2002.

                                      MICROFIELD GRAPHICS, INC.



                                      By: /s/ JOHN B. CONROY
                                         ---------------------------------------
                                         John B. Conroy
                                         Chief Executive Officer













































12 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                                  EXERCISE FORM

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-__ to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [  ]     Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [  ]     Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [  ]     Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:
              ---------------------------------------------------------
         Address:
                 ------------------------------------------------------
         Deliver to:
                    ---------------------------------------------------
         Address:
                 ------------------------------------------------------

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.

1 - EXERCISE FORM
PDX/112816/141153/DLH/1395913.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
                  determination as to the fairness of the investment or any
                  recommendation or endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
                  legend substantially similar to the legend set forth in
                  Section 2.5 of the Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.

                                      [HOLDER]



                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------

                                      Note: Signature must correspond with the
                                      name as written upon the face of the
                                      Warrant in every particular, without
                                      alteration or enlargement or any change
                                      whatsoever.





2 - EXERCISE FORM
PDX/112816/141153/DLH/1395913.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------- -------------------------- --------------------------
    NAME OF ASSIGNEE                 ADDRESS                NUMBER OF SHARES
- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated:
               --------------------------------------

         Name of holder of Warrant:
                                   ---------------------------------------------
                                                   (please print)
         Address:
                 ---------------------------------------------------------------
         Signature:
                   -------------------------------------------------------------


















PDX/112816/141153/DLH/1395913.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2000-W-8                                         WARRANT TO PURCHASE 413,200
                                                          SHARES OF COMMON STOCK

                   AMENDED AND RESTATED STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                          OF MICROFIELD GRAPHICS, INC.

         For value received, Microfield Graphics, Inc., an Oregon corporation
(the "Company"), grants to Robert J. Jesenik (the "Holder") the right, subject
to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 413,200 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and not in part. The number of
shares that may be purchased are subject to adjustment under the terms of this
Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 413,200 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38722 per share (adjusted as necessary in
accordance with Section 7).

         "COMMON STOCK" means the Common Stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on June 30,
2005.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means June 30, 2000.

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.








1 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole and not in part, by (i) surrendering this Warrant to the
Secretary of the Company, (ii) payment of any applicable consideration, and
(iii) executing and delivering to the Secretary of the Company the attached
Exercise Form, which must select one of the following exercise methods, to be at
the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A

where             X  =   the number of shares to be issued to the Holder
                         pursuant to this Section 2.3.

                  Y  =   the number of Warrant Shares underlying the Warrant
                         the Holder elects to exercise pursuant to this Section
                         2.2.3.


2 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                  A  =   the average closing ask price for one share of Common
                         Stock for the 10 trading days preceding the day the net
                         exercise election is made pursuant to this Section
                         2.2.3.

                  B  =   the Exercise Price in effect under this Warrant at the
                         time the net exercise election is made pursuant to this
                         Section 2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act or to the Lock-up Agreement
dated as of August 15, 2002 among the Company and certain investors in the
Company's securities, the Company may place conspicuously upon each certificate
representing the Warrant Shares a legend substantially in the following forms,
the terms of which are agreed to by the Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP
         AGREEMENT DATED AS OF AUGUST _, 2002 AMONG THE COMPANY AND CERTAIN
         INVESTORS IN THE COMPANY'S SECURITIES.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no






3 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

case will the Company pay any taxes relating to income to the Holder resulting
from the issuance or exercise of this Warrant.

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shell
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

         3.2      LISTING OF WARRANT SHARES. The Company shall take all steps
necessary to cause the Warrant Shares issuable upon exercise of this Warrant to
be approved for listing on all securities exchanges or markets and all trading
or quotation facilities on which the Common Stock is listed as soon as possible
after the Initial Exercise Date and shall use commercially reasonable efforts to
maintain such listings until the earlier of the Expiration Date or the date this
Warrant is exercised in full.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.








4 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share shall be proportionately increased. The increases and reductions
provided for in this Section 7.1(a) shall be made with the intent and, as nearly
as practicable, the effect that neither the percentage of the total equity of
the Company obtainable on exercise of this Warrant nor the aggregate price
payable for such percentage shall be affected by any event described in this
Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and

5 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted down to a price equal to the quotient obtained by dividing the total
computed under clause (x) below by the total computed under clause (y) below as
follows:

                                    (x)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (y)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable



6 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of such options, warrants or
rights in accordance with their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.


7 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors;

                                    (C)      280,000 shares of Common Stock
(adjusted appropriately for stock dividends, splits, combinations and similar
transactions) issued or issuable upon the exercise of warrants outstanding on
the Initial Exercise Date;

                                    (D)      shares of Common Stock issued or
issuable upon the exercise of any warrant issued pursuant to the Note and
Warrant Purchase Agreement by and among the Company and JMW Capital Partners,
Inc. dated as of the Initial Exercise Date.

                                    (E)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (F)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give their
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at



8 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

all reasonable times for inspection by the Holder. Promptly (but in no event
more than 30 days) after each such adjustment, the Company shall give a copy of
such certificate by certified mail to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement, transfer may only be
made with the prior written consent of the Company, which shall not be
unreasonably withheld, and the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
securities under the Securities Act; provided, however, that notwithstanding the
foregoing, no consent of the Company shall be required for the assignment or
transfer of rights hereunder by a Holder to such assignor's or transferor's
partners, shareholders or members or retired partners or former shareholders or
members, if any, or for any other assignment or transfer to the spouse,
ancestors, lineal descendants or siblings of such assignor or transferor,
provided the transferee(s) certify to the Company that each is an "accredited
investor" within the meaning of Rule 501(a) under the Securities Act and that it
is acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, (c) one
day after deposit with a nationally recognized air courier service such as DHL
or Federal Express, or (d) on the date of facsimile transmission, with confirmed
transmission.


9 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                  If to the Company:
                  ------------------

                  Microfield Graphics, Inc.
                  16112 SW 72" Avenue
                  Portland, OR 97224
                  Attn: John B. Conroy, Chief Executive Officer
                  Fax: (503) 620-4090

                  With a copy to:
                  --------------

                  Stoel Rives LLP
                  900 SW Fifth Avenue
                  Portland, OR 97204
                  Attn: Robert J. Moorman
                  Fax: (503) 220-2480

                  If to the Holder:
                  -----------------

                  Robert J. Jesenik

                  _________________________

                  _________________________
                  Fax: (503) 905-6033

                  With a copy to:
                  --------------

                  Perkins Coie LLP
                  Suite 1500
                  1211 SW Fifth Avenue
                  Portland, OR 97204-3715
                  Attn: David Matheson
                  Fax: (503) 727-2222

or such other address as such party may designate by 10 days' advance written
notice to the other party.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or


10 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

appropriate in order that the Company may validly and legally issue fully paid
and non-assessable Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any securities or to receive any other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      PURCHASE AGREEMENT; REGISTRATION RIGHTS. This Warrant is one
of the Warrants referred in the Note and Warrant Purchase Agreement dated as of
June 30, 2000 between the Company and JMW Capital Partners, Inc. and shall
entitle the Holder to all of the rights granted


11 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

to holders of the Warrants thereunder, including the registration rights
provided in the Registration Rights Agreement (as defined therein).

         Dated as of: September 16, 2002.

                                      MICROFIELD GRAPHICS, INC.



                                      By: /s/ JOHN B. CONROY
                                         ---------------------------------------
                                         John B. Conroy
                                         Chief Executive Officer













































12 - AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395913.1

                                  EXERCISE FORM

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-__ to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [  ]     Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [  ]     Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [  ]     Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:
              ---------------------------------------------------------
         Address:
                 ------------------------------------------------------
         Deliver to:
                    ---------------------------------------------------
         Address:
                 ------------------------------------------------------

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.

2 - EXERCISE FORM
PDX/112816/141153/DLH/1395913.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4. The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
                  determination as to the fairness of the investment or any
                  recommendation or endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
                  legend substantially similar to the legend set forth in
                  Section 2.5 of the Warrant regarding resale restrictions.

5. The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.

                                    [HOLDER]



                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------

                                      Note: Signature must correspond with the
                                      name as written upon the face of the
                                      Warrant in every particular, without
                                      alteration or enlargement or any change
                                      whatsoever.


2 - EXERCISE FORM
PDX/112816/141153/DLH/1395913.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------- -------------------------- --------------------------
    NAME OF ASSIGNEE                 ADDRESS                NUMBER OF SHARES
- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------


- -------------------------- -------------------------- --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated:
               --------------------------------------

         Name of holder of Warrant:
                                   ---------------------------------------------
                                                      (please print)

                  Address:
                          ------------------------------------------------------
                  Signature:
                            ----------------------------------------------------

















PDX/112816/141153/DLH/1395913.1

EX-99.7

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2000-W-8A                                        WARRANT TO PURCHASE 413,200
                                                          SHARES OF COMMON STOCK

                           SECOND AMENDED AND RESTATED
                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                           OF MICROFIELD GROUP, INC.,
                          fka MICROFIELD GRAPHICS, INC.

         For value received, Microfield Group, Inc., fka Microfield Graphics,
Inc., an Oregon corporation (the "Company"), grants to Robert J. Jesenik (the
"Holder") the right, subject to the terms of this Warrant, to purchase at any
time during the period commencing on the "Initial Exercise Date" (as defined
below), and ending on the "Expiration Date" (as defined below), 413,200 fully
paid and nonassessable shares of Common Stock of the Company at the "Exercise
Price" (as defined below). This Warrant may be exercised in whole and not in
part. The number of shares that may be purchased are subject to adjustment under
the terms of this Warrant.

Section 1.        Definitions.  As used in this Warrant, unless the context
otherwise requires:

         "Exercise Amount" means 413,200 shares (adjusted as necessary in
accordance with Section 7).

         "Exercise Price" means $0.38722 per share (adjusted as necessary in
accordance with Section 7).

         "Common Stock" means the Common Stock of the Company.

         "Company" has the meaning specified in the introductory paragraph.

         "Exercise Date" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "Expiration Date" means 12:00 midnight (Portland time) on June 30,
2007.

         "Holder" has the meaning specified in the introductory paragraph.

         "Initial Exercise Date" means June 30, 2000.









1 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

         "Person" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "Warrant Shares" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        Duration and Exercise of Warrant.

         2.1      Exercise Period. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      Methods of Exercise. This Warrant may be exercised by the
Holder, in whole and not in part, by (i) surrendering this Warrant to the
Secretary of the Company, (ii) payment of any applicable consideration, and
(iii) executing and delivering to the Secretary of the Company the attached
Exercise Form, which must select one of the following exercise methods, to be at
the Holder's option:

                  2.2.1    Exercise for Cash. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    Same Day Sale Exercise. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    Net Exercise. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        ------
                                            A

where             X  =   the number of shares to be issued to the Holder
                         pursuant to this Section 2.3.



2 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

                  Y  =   the number of Warrant Shares underlying the Warrant
                         the Holder elects to exercise pursuant to this Section
                         2.2.3.

                  A  =   the average closing ask price for one share of Common
                         Stock for the 10 trading days preceding the day the net
                         exercise election is made pursuant to this Section
                         2.2.3.

                  B  =   the Exercise Price in effect under this Warrant at the
                         time the net exercise election is made pursuant to this
                         Section 2.2.3.

         2.3      Certificates. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      Effective Date of Exercise. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      Securities Act Compliance. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act or to the Lock-up Agreement
dated as of August 15, 2002 among the Company and certain investors in the
Company's securities, the Company may place conspicuously upon each certificate
representing the Warrant Shares a legend substantially in the following forms,
the terms of which are agreed to by the Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP
         AGREEMENT DATED AS OF AUGUST __, 2002 AMONG THE COMPANY AND CERTAIN
         INVESTORS IN THE COMPANY'S SECURITIES.

3 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

         2.6      Taxes. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.

Section 3.        Warrant Shares.

         3.1      Validity and Reservation. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

         3.2      Listing of Warrant Shares. The Company shall take all steps
necessary to cause the Warrant Shares issuable upon exercise of this Warrant to
be approved for listing on all securities exchanges or markets and all trading
or quotation facilities on which the Common Stock is listed as soon as possible
after the Initial Exercise Date and shall use commercially reasonable efforts to
maintain such listings until the earlier of the Expiration Date or the date this
Warrant is exercised in full.

Section 4.        Fractional Shares.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        Limited Rights of Warrant Holder.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        Loss of Warrant.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.













4 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

Section 7.        Certain Adjustments.

         7.1      Adjustment of Warrant Shares. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      Recapitalization. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share shall be proportionately increased. The increases and reductions
provided for in this Section 7.1(a) shall be made with the intent and, as nearly
as practicable, the effect that neither the percentage of the total equity of
the Company obtainable on exercise of this Warrant nor the aggregate price
payable for such percentage shall be affected by any event described in this
Section 7.1(a).

                  (b)      Merger or Reorganization, Etc. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      Adjustment for Dividends or Distributions of Stock or
Other Securities or Property. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and

5 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      Sale of Shares Below Exercise Price.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted down to a price equal to the quotient obtained by dividing the total
computed under clause (x) below by the total computed under clause (y) below as
follows:

                                    (x)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (y)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable



6 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of such options, warrants or
rights in accordance with their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.


7 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors;

                                    (C)      280,000 shares of Common Stock
(adjusted appropriately for stock dividends, splits, combinations and similar
transactions) issued or issuable upon the exercise of warrants outstanding on
the Initial Exercise Date;

                                    (D)      shares of Common Stock issued or
issuable upon the exercise of any warrant issued pursuant to the Note and
Warrant Purchase Agreement by and among the Company and JMW Capital Partners,
Inc. dated as of the Initial Exercise Date.

                                    (E)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (F)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      Other Impairments. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give their
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the holder of this Warrant and shall make
the adjustments described therein.

         7.2      Notice of Adjustment. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at



8 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

all reasonable times for inspection by the Holder. Promptly (but in no event
more than 30 days) after each such adjustment, the Company shall give a copy of
such certificate by certified mail to the Holder.

Section 8.        Miscellaneous.

         8.1      Binding Effect; Assignment. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement, transfer may only be
made with the prior written consent of the Company, which shall not be
unreasonably withheld, and the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
securities under the Securities Act; provided, however, that notwithstanding the
foregoing, no consent of the Company shall be required for the assignment or
transfer of rights hereunder by a Holder to such assignor's or transferor's
partners, shareholders or members or retired partners or former shareholders or
members, if any, or for any other assignment or transfer to the spouse,
ancestors, lineal descendants or siblings of such assignor or transferor,
provided the transferee(s) certify to the Company that each is an "accredited
investor" within the meaning of Rule 501(a) under the Securities Act and that it
is acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      Notice. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, (c) one
day after deposit with a nationally recognized air courier service such as DHL
or Federal Express, or (d) on the date of facsimile transmission, with confirmed
transmission.


9 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman St., Suite 310
                  Portland, OR 97209
                  Attn: Kurt A. Underwood, President and Chief Executive Officer
                  Fax: (503) 227-5987

                  With a copy to:
                  --------------

                  Stoel Rives LLP
                  900 SW Fifth Avenue
                  Portland, OR  97204
                  Attn:  Robert J. Moorman
                  Fax:  (503) 220-2480

                  If to the Holder:
                  ----------------

                  Robert J. Jesenik
                  _____________________________
                  _____________________________
                  Fax:  (503) 419-3535

                  With a copy to:
                  --------------

                  Perkins Coie LLP
                  1211 SW Fifth Avenue, Suite 1500
                  Portland, OR 97204-3715
                  Attn:  David Matheson
                  Fax:  (503) 727-2222

or such other address as such party may designate by 10 days' advance written
notice to the other party.

         8.3      Governing Law. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      Impairment. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.



10 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

         8.5      Notices of Record Date. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any securities or to receive any other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      No Inconsistent Agreements. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      Saturdays, Sundays and Holidays. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      Headings. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      Purchase Agreement; Registration Rights. This Warrant is one
of the Warrants referred in the Note and Warrant Purchase Agreement dated as of
June 30, 2000 between the Company and JMW Capital Partners, Inc. and shall
entitle the Holder to all of the rights granted to holders of the Warrants
thereunder, including the registration rights provided in the Registration
Rights Agreement (as defined therein).



11 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

         Dated as of:  September 16, 2003.

                                        MICROFIELD GROUP, INC.,
                                        fka Microfield Graphics, Inc.



                                        By: /s/ KURT A. UNDERWOOD
                                           -------------------------------------
                                           Kurt A. Underwood, President and
                                           Chief Executive Officer















































12 - SECOND AMENDED AND RESTATED STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1395700.1

                                  EXERCISE FORM

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [  ]       Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [  ]       Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [  ]       Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:
              ---------------------------------------------------------
         Address:
                 ------------------------------------------------------
         Deliver to:
                    ---------------------------------------------------
         Address:
                 ------------------------------------------------------

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      Purchase Entirely for Own Account. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      Restricted Securities. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.

1 - EXERCISE FORM
PDX/112816/141153/DLH/1395700.1

         (c)      Investment Experience. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      Investor Qualifications. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      Opportunity to Review Documents and Ask Questions. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
                  determination as to the fairness of the investment or any
                  recommendation or endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
                  legend substantially similar to the legend set forth in
                  Section 2.5 of the Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.

                                    [HOLDER]



                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    Note: Signature must correspond with the
                                    name as written upon the face of the Warrant
                                    in every particular, without alteration or
                                    enlargement or any change whatsoever.






2 - EXERCISE FORM
PDX/112816/141153/DLH/1395700.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------- -------------------------- --------------------------
     Name of Assignee                Address               Number of Shares
- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated:
               --------------------------------------

         Name of holder of Warrant:
                                   ---------------------------------------------
                                                   (please print)
         Address:
                 ---------------------------------------------------------------
         Signature:
                   -------------------------------------------------------------






















PDX/112816/141153/DLH/1395700.1

EX-99.9

July 17, 2002



Mr. Steve Wright
NoiZe, Inc.
8201 SE 17th Ave.
Portland, OR 97202
Dear Mr. Wright;


         JMW Capital Partners, Inc. ("JMW") is pleased to propose the following
engagement under which JMW will provide certain investment banking and financial
advisory services to MICROFIELD GRAPHICS, INC. ("the Company" and "you"). The
following is our standard engagement that will govern our relationship.

SERVICES

         1.       The Company, it's affiliates, and subsidiaries, hereby engage
JMW as their exclusive agent during the term of this Agreement for the purpose
of providing investment banking and financial advisory services.

         2.       JMW hereby accepts the engagement described in paragraph 1,
and in that connection, agrees that it will assist the Company by:

                  a.       Providing strategic corporate finance advisory
services to the Board of Directors and senior management team.

                  b.       Recommending capitalization structures, strategies,
and sources in accordance with the Company's strategic plan.

                  c.       Supporting all mergers and acquisition activity by
overseeing due-diligence, negotiations, and post-closing integration as
required.

                  d.       Managing the preparation of a descriptive memoranda
concerning the Company and/or it's target acquisitions for investor / lender
presentations.

                  e.       Negotiating with prospective lenders and investors to
secure properly structured capital to satisfactorily fund business operations
under terms and commitments acceptable to the Company.

         3.       The Company shall make available to JMW all information
concerning the business, assets, operations and financial condition of the
Company and its subsidiaries or businesses, which JMW reasonably requests in
connection with the performance of its obligations hereunder. JMW may rely upon
the accuracy and completeness of all such information without independent
verification, except that all projections are understood to be good faith
estimates only.









PDX/112816/141153/HHS/1386031.1

FEES

         4.       As compensation for its services hereunder, the Company shall
pay JMW fees divided into two segments as follows:

                  a.       An engagement and advisory fee, consisting of an
initial retainer of $2,500 paid upon execution of this Agreement, and an
additional $2,500 monthly fee payable beginning thirty (30) days after the date
of this Agreement and on the same day of each of the five (5) succeeding months.
Thereafter, the retainer shall be increased to $5.000 per month under the same
terms. We will invoice you for this fee each month and invoices are due and
payable upon receipt. If an invoice is not paid within fifteen (15) days of
receipt by you, the invoice will continue to be due and payable and will accrue
interest at the rate of 1% per month.

                  b.       A contingent fee based upon acceptance of a proposed
financing contemplated by paragraph 1:

                           (1)      1.5% (one and one-half percent) of any
secured debt facility commitment provided for the Company.

                           (2)      3.5% (three and one-half percent) of any
committed subordinated debt facility commitment provided.

                           (3)      5% (five percent) of new equity provided
(includes any discounts provided by lenders).

                           (4)      5% (five percent) of any assets or stock
sold as part of obtaining a new debt and/or equity partner and/or a merger
partner.

                           (5)      5%(five percent) of the purchase price for
any acquisition target.

         The contingent fee is due based on the total committed facility by an
         institution or individual during the first twelve (12) months of the
         closing of the transaction. All contingent fees shall be paid in cash
         at the closing of the transaction. Upon request, you agree to execute
         an authorization for the lender to pay for contingent fee, and any
         outstanding balances on our invoices, by direct wire transfer at
         closing. If any payment obligation under this Agreement is not paid
         when due, the Company promises to pay all costs of collection,
         including reasonable attorney fees, whether or not a lawsuit commences
         as part of the collection process.

                  c.       In the event that JMW you (a) change the structure of
this Agreement or (b) fund the transaction from any other source, our minimum
fee will be $100,000, exclusive of any compensation paid under section 4.a., but
including any fees paid under section 4.b.

                  d.       Any on-site CFO services provided will be billed at
$1,000 per day. All such services would be requested and approved by the Company
in advance.






PDX/112816/141153/HHS/1386031.1

                  e.       In the event JMW recruits and places a new employee
with your Company, our fee will be 20% of target first year compensation as
mutually agreed upon.

         5.       The Company shall reimburse JMW for its reasonable
out-of-pocket Company-related expenses including an administrative charge of up
to 15%, incurred during the period of its engagement under this Agreement with
respect to the services to be rendered by it hereunder. These expenses shall be
paid upon receipt by the Company of an invoice from JMW setting forth in
reasonable detail the items requiring reimbursement.

HOLD HARMLESS
- -------------

         6.       The Company shall execute and deliver Exhibit A, relating to
the Company's indemnification obligations, simultaneously with this Agreement.

         7.       Except as required by applicable law, any advice provided by
JMW pursuant to this Agreement shall not be disclosed publicly or made available
to third parties without the prior approval of JMW. The Company agrees that JMW
has the right to place advertisements in financial and other newspapers and
journals, or to otherwise publicize the engagement contemplated hereby, after
the conclusion of the engagement.

         8.       JMW agrees to treat the information provided by the Company as
confidential. However, disclosures will be made to prospective investors. It is
not customary to obtain confidentiality agreements from such potential investors
unless they are known to be competitors of the Company. We will not disclose
confidential information to known competitors without your advance approval.

CANCELLATION
- ------------

         9.       This Agreement shall remain in effect until terminated
pursuant to the provisions hereof. Subject to the provisions of sections 4 and 5
which shall survive any termination of this Agreement, the Company may terminate
JMW's engagement hereunder or JMW may terminate its engagement hereunder at any
time after three months from the date first written above, without cause, by
giving the other party at least thirty (30) days prior written notice of
termination; provided, however JMW will be entitled to its engagement and
advisory fees incurred through the date of termination and its contingent fees
related to any transaction which would be covered by this Agreement, but for the
termination of this Agreement, if such transaction is related to a contact
initiated prior to the date of termination and if such transaction is
consummated within one year of the termination of this Agreement.

ADDITIONAL SERVICES
- -------------------

         10.      You may wish to engage JMW for additional services. Our fees
for such services will be determined at such time as you request such services
and are in addition to any fee payable under this Agreement. Should JMW be
compelled to testify in any manner in a legal proceeding, you agree to pay our
normal hourly charges and expenses for providing such testimony.





PDX/112816/141153/HHS/1386031.1

ARBITRATION
- -----------

         11.      Any claims or controversies relating to this Agreement shall
be heard and resolved by arbitration held in the English language under the
auspices and rules of the American Arbitration Association ("AAA"). Venue of all
arbitration shall be held in Portland, Oregon. Arbitration shall be before one
arbitrator (a) selected by mutual agreement of the parties reached fifteen (15)
days after the AAA has sent confirmation of notice of filing of the demand for
arbitration, or, (b) if no mutual agreement can be reached within that time,
appointed by the AAA. Any such arbitrator shall be an attorney at law who has
practiced law for at least ten (10) years in either general commercial
litigation or general corporate and commercial matters. The arbitrator shall not
be empowered to award punitive damages or damages in excess of actual damages.
Any award or arbitration shall be in United States Dollars if monetary in
nature, shall be final and legally binding, may be entered into judgment in any
court of competent jurisdiction, and may be enforced in any jurisdiction in
which the party against whom enforcement is sought maintains assets. Except as
required by applicable law, all arbitral proceedings and any evidence submitted
therein (and particularly, but without limitation, any trade secrets,
intellectual property and other information in which either of the parties has
an expectation of privacy) shall be kept confidential. This Agreement and all
matters related hereto shall be governed by the internal laws of the State of
Oregon without reference to conflicts of laws principles or principles of
comity.

CONCLUSION
- ----------

         12.      This offer expires fifteen (15) days from the date first
written above.

         13.      This Agreement, including any exhibits hereto, contains our
entire agreement concerning the matters set forth herein and supersedes any
prior understanding or agreements. This Agreement may not be amended or modified
except in writing by the parties hereto. This Agreement shall be governed by and
construed in accordance with the laws of the State of Oregon.

         14.      If the foregoing correctly sets forth the understanding and
agreement between JMW and the Company, please so indicate in the space provided
for this purpose below, whereupon this letter shall constitute a binding
Agreement as of the date first above written.

















PDX/112816/141153/HHS/1386031.1

         15.      We believe that we can be of significant value to you in
positioning the Company for future growth and success. If you have not done so,
we encourage you to call our references.

We look forward to working with you.

Respectfully agreed to:            Agreed to as of the date first written above:

JMW CAPITAL PARTNERS, INC.         MICROFIELD GRAPHICS INC

/s/ BOB JESENIK                    /s/ JACK CONROY
- --------------------------------   ---------------------------------------------
By:      Mr.  Bob Jesenik          By:      Mr.  Jack Conroy
Title:   Principal                 Title:   Chairman

Date:                              Date:
     ---------------------------        ----------------------------------------










































PDX/112816/141153/HHS/1386031.1

                         EXHIBIT A TO ENGAGEMENT LETTER

         In consideration of the Agreement of JMW Capital Partners, Inc. ("JMW")
to act on behalf of MICROFIELD GRAPHICS, INC., (the "Company"), pursuant to the
attached Agreement, dated July 17, 2002, the Company agrees to indemnify and
hold harmless JMW, its affiliates, and each of their respective partners,
directors, officers, agents, consultants, employees and controlling persons
(within the meaning of the Securities Act of 1933) (JMW and each such other
person or entity are hereinafter referred to as an "Indemnified Person"), from
and against any losses, claims, damages, expenses and liabilities or actions in
respect thereof (collectively, "Losses"), as they may be incurred (including all
legal fees and other expenses incurred in connection with investigating,
preparing, defending, paying, settling or compromising any Losses, whether or
not in connection with any pending or threatened litigation in which any
Indemnified Person is named a party) to which any of them may become subject and
which are related to or arise out of any act, omission, transaction or event
contemplated by the Agreement. The Company will not, however, be responsible
under the foregoing provisions with respect to any Losses to the extent that a
court of competent jurisdiction shall have determined by a final judgment that
such Losses resulted primarily from actions taken or omitted to be taken by an
Indemnified Person due to his gross negligence, bad faith or willful misconduct.

         If the indemnity referred to in this Exhibit A should be, for any
reason whatsoever, unenforceable, unavailable or otherwise insufficient to hold
each Indemnified Person harmless, the Company shall pay to or on behalf of each
Indemnified Person contributions for Losses so that each Indemnified Person
ultimately bears only a portion of such Losses as is appropriate (i) to reflect
the relative benefits received by each such Indemnified Person, respectively, on
the one hand and the Company on the other hand in connection with the
transaction or (ii) if the allocation on that basis is not permitted by
applicable law, to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of each such Indemnified Person,
respectively, and the Company as well as any other relevant equitable
considerations; provided, however, that in no event shall the aggregate
contribution of all Indemnified Persons to all Losses in connection with any
transaction exceed the amount of the fee actually received by JMW pursuant to
the Agreement. The respective relative benefits received by JMW and the Company
in connection with any transaction shall be deemed to be in the same proportion
as the aggregate fee paid to JMW in connection with the transaction bears to the
total consideration of the transaction. The relative fault of each Indemnified
Person and the Company shall be determined by references to, among other things,
whether the actions or omissions to act were by such Indemnified Person or the
Company and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action or omission to act.

         The Company also agrees that no Indemnified Person shall have any
liability to the Company or its affiliates, directors, officers, employees,
agents or shareholders, directly or indirectly, related to or arising out of the
Agreement, except Losses incurred by the Company which a court of competent
jurisdiction shall have determined by a final judgment to have resulted
primarily from actions taken or omitted to be taken by such Indemnified Person
due to its gross negligence, bad faith or willful misconduct. In no event,
regardless of the legal theory advanced, shall any Indemnified person be liable
for any consequential, indirect, incidental or special damages of any nature.
The Company agrees that without JMW's prior written consent it shall not settle
any pending or threatened claim, action, suit or proceedings related to the
Agreement unless the settlement also includes an express unconditional release
of all Indemnified Persons from all liability and obligations arising therefrom.

PDX/112816/141153/HHS/1386031.1

         The obligations of the Company referred to above shall be in addition
to any rights that any indemnified person may otherwise have and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of any Indemnified Person and the Company. It is
understood that the obligations of the Company will remain operative regardless
of any termination or completion of JMW's services.

JMW CAPITAL PARTNERS, INC.               MICROFIELD GRAPHICS, INC.

By:                                      By:
   -----------------------------------      ------------------------------------
         Mr. Bob Jesenik                          Mr. Jack Conroy















































PDX/112816/141153/HHS/1386031.1

EX-99.12

                 TERMINATION OF INDEMNIFICATION ESCROW AGREEMENT

         THIS TERMINATION OF INDEMNIFICATION ESCROW AGREEMENT ("Termination
Agreement") dated August 1, 2005, is by and among MICROFIELD GROUP, INC., an
Oregon corporation ("Microfield"), CHRISTENSON GROUP LLC, an Oregon limited
liability company ("Christenson"), and KURT A. UNDERWOOD ("Underwood")
(collectively, the "Parties").

                                    RECITALS

         WHEREAS, the Parties are subject to an Indemnification Escrow Agreement
dated September 11, 2003 (the "Escrow Agreement"), under which 500,000 shares of
Microfield common stock are being held in escrow (the "Escrow Shares");

         WHEREAS, JMW Capital Partners, Inc., an Oregon corporation ("JMW") (now
known as Aequitas Capital Management, Inc.), Christenson, Microfield, and
Underwood are parties to that certain Stock Sale & Settlement Agreement dated
May 10, 2005 (the "Settlement Agreement"), a copy of which is attached as
Exhibit A, in which, among other things, the parties agreed that JMW,
Christenson, and Microfield would jointly and severally purchase the 203,008
Escrow Shares placed in escrow by Underwood (the "Purchase Shares"); and

         WHEREAS, Underwood has received the purchase price for the Purchased
Shares and the parties, therefore, wish to terminate the Escrow Agreement and
distribute the Escrow Shares as set forth herein;

         NOW, THEREFORE, it is agreed by and among the parties hereto as
follows:

SECTION 1.        RELEASE AND DISTRIBUTION OF PURCHASED SHARES

         Pursuant to Section 4.4 of the Escrow Agreement, which provides that
the Escrow Agent is authorized to release a stated number of Escrow Shares
pursuant to written instructions executed pursuant to a settlement agreement,
the Escrow Agent is hereby instructed to release and distribute the Purchased
Shares as follows:

                           102,205 of the shares to Microfield
                           58,801 of the shares to JMW
                           42,002 of the shares to Christenson

SECTION 2.        RELEASE AND DISTRIBUTION OF ESCROW SHARES AND
                  TERMINATION OF ESCROW

         Upon distribution of the Purchased Shares, the Escrow Agent is hereby
notified that pursuant to Section 2.3 of the Escrow Agreement, the Final Release
Date is the date first listed above, and the Escrow Agent is therefore
instructed to release and distribute the remaining Escrow Shares as follows:

                           46,992 shares to TSI Telecommunication Services, Inc.
                           250,000 shares to Christenson







1 - TERMINATION OF INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1397928.1

         Upon distribution of the remaining Escrow Shares as provided above, the
Escrow Agent is hereby notified that the Escrow Agreement is terminated.

SECTION 3.        TITLES AND SECTION HEADINGS

         Titles of sections and subsections contained in this Termination
Agreement are inserted for convenience of reference only, and neither form a
part of this Termination Agreement nor are to be used in its construction or
interpretation.

SECTION 4.        COUNTERPARTS

         This Termination Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

SECTION 5.        NON WAIVER

         No waiver by any party of any breach of any term or condition of this
Termination Agreement shall operate as a waiver of any other breach of such term
or condition or of any term or condition. No failure to enforce such provision
shall operate as a waiver of such provision or of any other provision hereof, or
constitute or be deemed a waiver or release of any other party for anything
arising out of, connected with, or based upon this Termination Agreement.

SECTION 6.        BINDING EFFECT

         This Termination Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees, successors, and
assigns. The parties recognize and acknowledge that the powers and authority
granted to Escrow Agent herein are each irrevocable and coupled with an
interest.

SECTION 7.        GOVERNING LAW

         This Termination Agreement has been made entirely within the state of
Oregon. This Termination Agreement shall be governed by and construed in
accordance with the laws of the state of Oregon. If any suit or action is filed
by any party to enforce this Termination Agreement or otherwise with respect to
the subject matter hereof, jurisdiction and venue shall be in the Multnomah
County, Oregon Circuit Court.

SECTION 8.        TIME OF ESSENCE

         Time is of the essence of this Termination Agreement.

SECTION 9.        ENTIRE AGREEMENT; MODIFICATION

         This Termination Agreement supersedes all prior agreements and
constitutes the entire agreement with respect to the subject matter hereof. It
may not be altered or modified without the written consent of all parties.







2 - TERMINATION OF INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1397928.1

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Termination Agreement to be executed on its behalf by its duly authorized
officers, all as of the day and year first above written.

MICROFIELD GROUP, INC.                  CHRISTENSON GROUP, LLC

                                        By: AEQUITAS CAPITAL
By: /s/ A. MARK WALTER                      MANAGEMENT, INC., Manager
   ----------------------------
    A. Mark Walter, President

KURT A. UNDERWOOD                       By: /s/ ROBERT JESENIK
                                           ------------------------------------
                                            Robert Jesenik, President

By: /s/ KURT A. UNDERWOOD
   ----------------------------
    Kurt A. Underwood








































3 - TERMINATION OF INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1397928.1

EX-99.13

                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

         This Registration Rights Agreement is entered into and effective as of
the 15 day of September, 2003, between MICROFIELD GROUP, INC., an Oregon
corporation (the "Company"), KURT A. UNDERWOOD, TSI TELECOMMUNICATION SERVICES,
INC., a Delaware corporation, CHRISTENSON GROUP LLC, an Oregon limited liability
company, ROBERT J. JESENIK, JMW CAPITAL PARTNERS, INC., an Oregon corporation,
STEVEN M. WRIGHT, R. PATRICK HANLIN, and MICHAEL STANSELL (individually,
"Holder," collectively, the "Holders").

                                    RECITALS:

         A.       The Holders collectively own the following shares of common
                  stock of the Company (the "Stock"):

         HOLDER                                        SHARES OF COMMON STOCK
         ------                                        ----------------------

         Kurt A. Underwood                                    3,404,958
         TSI Telecommunication Services Inc.                    788,185
         Christenson Group LLC                                4,193,142
         Robert J. Jesenik                                       38,017
         MCG Holdings                                           545,455
         Steven M. Wright                                     1,072,859
         R. Patrick Hanlin                                      646,854
         Michael Stansell                                       139,602

For purposes of this Agreement, Stock shall also include all shares of the
Company's common stock now owned or hereafter acquired by reason of purchase,
exercise of warrants, conversion, division or otherwise, by the Holders.

         B.       The Company and Holders desire to provide for registration
rights and lock-up provisions set forth herein.

                                   AGREEMENT:

         NOW, THEREFORE, the parties agree as follows:

         1.       Company Registration.

                  1.1      REGISTRABLE SECURITIES. For purposes of this
Agreement, "Registrable Securities" means the Stock or other securities issued
or issuable with respect to the Stock upon any stock split, stock dividend,
recapitalization or similar event; provided, however, that shares of Stock or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold or otherwise transferred to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, or (B) sold or otherwise transferred in a transaction exempt from
the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and restrictive
legends with respect thereto are removed upon the consummation of such sale.
Registerable Securities sold or otherwise transferred without strict compliance
of the terms of this Agreement or otherwise in breach of this Agreement shall
not have any benefits under this Agreement unless and until such terms have been
strictly complied with or such breach has been cured.



1 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395131.1

                  1.2      PIGGYBACK REGISTRATION RIGHTS. If at any time or from
time to time after expiration of the period set forth in Section 10.1 and prior
to the fifth anniversary of this Agreement, the Company shall decide to register
any of its securities, either for its own account or the account of a security
holder or holders, other than (x) a registration relating solely to employee
benefit plans, or (y) a registration relating solely to a Commission Rule 145
transaction, the Company will:

                           (a)      promptly give to the Holder written notice
thereof, and

                           (b)      include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests made within fifteen (15) days after receipt of such
written notice from the Company by the Holder.

If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms
and conditions set forth herein.

                  1.3      UNDERWRITING. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holder as a part of the written
notice given pursuant to Section 1.2(a). In such event, the right of the Holder
to registration pursuant to Section 1.2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting, to the extent requested, to the extent provided herein. The
Holder shall (together with the Company and the other holders distributing their
securities through such underwriting (the "Other Participating Holders")) enter
into an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 1, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the number of Registrable
Securities to be included in the registration and underwriting, on a pro rata
basis based on the total number of securities (including, without limitation,
Registrable Securities) requested to be registered pursuant to registration
rights granted to the Holder and the Other Participating Holders by the Company.
To facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to the
Holder or the Other Participating Holders to the nearest one hundred (100)
shares. If the Holder or any Other Participating Holder disapproves of the terms
of any such underwriting, it, he or she may elect to withdraw therefrom by
written notice to the Company and the managing underwriter. Any securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration, and shall not be transferred in a public distribution prior to one
hundred and eighty (180) days after the effective date of the registration
statement relating thereto.

                  1.4      RIGHT TO TERMINATE REGISTRATION. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 1 prior to the effectiveness of such registration, whether or not
any Holder has elected to include securities in such registration.

2 - REGISTRATION RIGHTS AGREEMENT
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         2.       Registration.

                  2.1      RIGHT TO DEMAND REGISTRATION. Following the second
anniversary of the date of this Agreement and prior to the fifth anniversary of
the date of this Agreement and subject to the restrictions contained in Section
2.2, if any Holder of Registrable Securities requests that the Company file a
registration statement for a public offering of Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would exceed $500,000, and the Company
is a registrant entitled to use Form S-3 to register the Registrable Securities
for such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form.

                  2.2      LIMITATION OF REGISTRATION. A Holder shall only have
the rights set forth in Section 2.1 if the Holder previously elected to register
all of such Holder's Registrable Securities as provided in Section 1.2(b), less
than 50% of Holder's Registrable Securities were registered as required by the
managing underwriter, and the Holder has not elected to exercise Holder's
registration rights under this Section 2 more than once previously.

                  2.3      NOTICE. The Company will (i) promptly give written
notice of the proposed registration to all other Holders and (ii) as soon as
practicable use its best efforts to effect such registration (including, without
limitation, the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be
so requested and as would permit or facilitate the sale and distribution of all
or such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within fifteen (15) days after receipt of such written notice
from the Company. The substantive provisions of Section 1 shall be applicable to
each registration initiated under this Section 2.

                  2.4      EXCEPTIONS. Notwithstanding the foregoing, the
Company shall not be obligated to take any action pursuant to this Section 2:
(i) in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii)
during the period starting with the date sixty (60) days prior to the Company's
estimated date of filing of, and ending on the date six (6) months immediately
following the effective date of, a registration statement (other than with
respect to a registration statement relating to a Rule 145 transaction, an
offering solely to employees or any other registration which is not appropriate
for the registration of Registrable Securities), provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; (iii) in any calendar year after the
Company has effected two (2) such registrations pursuant to this Section 2 in
such calendar year and each such registration has been declared or ordered
effective and has remained effective for the period specified in Section 4 of
this Agreement; and (iv) if the Company shall furnish to such Holder a
certificate signed by the President of the Company stating that, in the good
faith judgment of the Board of Directors, it would be seriously detrimental to
the Company or its stockholders for registration statements to be filed in the
near

3 - REGISTRATION RIGHTS AGREEMENT
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future, then the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed one hundred
twenty (120) days from the receipt of the request to file such registration by
such Holder or Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.

         3.       Expenses of Registration.

                  3.1      REGISTRATION EXPENSES. "Registration Expenses" shall
mean all expenses incurred by the Company in complying with Sections 1 and 2
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).

                  3.2      COMPANY'S OBLIGATION TO PAY. All Registration
Expenses incurred in connection with any registration pursuant to Section 1 and
up to one registration in any calendar year after the date hereof under Section
2, and, at the Holder's option (i) the reasonable cost of one special legal
counsel to all holders of securities of the Company exercising registration
rights in any such registration or (ii) the reasonable cost of one special legal
counsel to the Holder in any such registration, shall be borne by the Company;
provided, however, that the attorney fees related to such special legal counsel
referred to in clause (ii) borne by the Company shall in no event exceed $5,000
in any calendar year. All Registration Expenses incurred in connection with any
registration pursuant to Section 2 of this Agreement above and beyond one
registration in any calendar year after the date hereof, and the cost of any
counsel for the Holder in any such registration, shall be borne by the Holder.
If a registration proceeding is begun upon the request of the Holder pursuant to
Section 1.3 (if the first request under Section 2 in any calendar year), but
such request is subsequently withdrawn, then the Holder may either: (i) bear all
Registration Expenses of such proceeding, in which case the Company shall be
deemed not to have effected a registration pursuant to Section 2 of this
Agreement, or (ii) require the Company to bear all Registration Expenses of such
proceeding, in which case the Company shall be deemed to have effected a
registration pursuant to Section 2 of this Agreement. The preceding sentence
shall not apply if, at the time of such withdrawal, the Holder has learned of a
material adverse change in the condition, business or prospects of the Company
from that known to the holder at the time of their request.

                  3.3      SELLING EXPENSES. All Selling Expenses relating to
securities registered on behalf of the Holder shall be borne by the Holder. For
purposes of this Agreement, "Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes applicable to the
securities registered by the Holders and all fees and disbursements of counsel
for the Holders (as limited by this Section 3).

         4.       REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 4,
the Company will:

                  4.1      REGISTRATION STATEMENT. Prepare and file with the
Commission a registration statement with respect to such securities and use its
best efforts to cause such registration statement to become and remain effective
until the distribution described in the

4 - REGISTRATION RIGHTS AGREEMENT
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registration statement has been completed, but in no event longer than one
hundred twenty (120) days.

                  4.2      AMENDMENTS. Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.

                  4.3      COPIES OF DOCUMENTS. Furnish to the Holders
participating in such registration and to the underwriters, if any, of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
they may reasonably request in order to facilitate the public offering of such
securities.

                  4.4      BLUE SKY REGISTRATION. Use its best efforts to
register and qualify the securities covered by such registration statement under
such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act.

                  4.5      UNDERWRITING AGREEMENT. In the event of any
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement.

                  4.6      NOTICE. Notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

                  4.7      SECURITIES EXCHANGE LISTING. Cause all such
Registrable Securities registered pursuant hereunder to be listed on each
securities exchange or other trading market on which similar securities issued
by the Company are then listed.

                  4.8      TRANSFER AGENT AND REGISTRAR. Provide a transfer
agent and registrar for all Registrable Securities registered pursuant hereunder
and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration.

                  4.9      LEGAL OPINION AND COMFORT LETTER. Use its best
efforts to furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 4, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 4, if such securities are being
sold through underwriters, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form
substance as is customarily given to underwriters in an

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underwritten public offering, addressed to the underwriters and to the Holders
requesting registration of Registrable Securities and (ii) a letter dated such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters and to the Holders requesting registration of Registrable
Securities.

         5.       INDEMNIFICATION.

                  5.1      INDEMNIFICATION OF HOLDER. The Company will indemnify
and hold harmless each Holder, each of its officers and directors and partners,
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Agreement, and each underwriter, if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all actual out-of-pocket expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including any of the
foregoing incurred in any litigation or in settlement of any litigation,
commenced or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus, preliminary prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or any violation or any alleged violation by the
Company of the Securities Act or the Exchange Act or any state securities law,
or of any rule or regulation promulgated under any of the foregoing applicable
to the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse each such Holder, each of its
officers and directors, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other actual out-of-pocket expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 5.1 shall not apply to amounts paid in
settlement of any such matter if the settlement is effected without the consent
of the Company, which consent shall not be unreasonably withheld; and provided
further that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by such Holder, controlling person or underwriter specifically for use
therein.

                  5.2      INDEMNIFICATION OF THE COMPANY. Each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
indemnify and hold harmless the Company, each of its directors and officers,
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act, and each other such
Holder, each of its officers and directors and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, against all
actual out-of-pocket expenses, claims, losses, damages and liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged

6 - REGISTRATION RIGHTS AGREEMENT
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untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any amendment or
supplement thereto, incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein, in light of the circumstances in
which they were made, or necessary to make the statements therein not
misleading, and will reimburse the Company, such Holders, such directors,
officers, persons, underwriters or control persons for any legal and any other
actual out-of-pocket expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, as
such expenses are incurred, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder specifically for use therein; provided,
however, that the indemnity agreement contained in this Section 5.2 shall not
apply to amounts paid in settlement of any matter if the settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; and provided, further, that the maximum liability of each selling
Holder under this Section 5.2 shall be equal to the net proceeds to such selling
Holder as a result of such registration and offering.

                  5.3      INDEMNIFICATION NOTICE. Each party entitled to
indemnification under this Section 5 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party may participate
in such defense at such party's expense; provided, however, that an Indemnified
Party (together with all other Indemnified Parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the reasonable fees and expenses of such counsel to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. The failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations under this Section 5 unless the failure to give such notice
is materially prejudicial to an Indemnifying Party's ability to defend such
action. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party (not to be unreasonably
withheld), consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.

                  5.4      CONTRIBUTION. If the indemnification provided for in
this Section 5 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid of payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions

7 - REGISTRATION RIGHTS AGREEMENT
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that resulted in such loss, liability, claim, damage, or expense as well as any
other relevant equitable considerations; provided, however, that, in no event
shall any contribution by a Holder under this Section 5.4 exceed the net
proceeds from the offering received by such Holder, except in the case of
willful fraud by such Holder. The relative fault of the indemnifying party and
of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

                  5.5      UNDERWRITING AGREEMENT. Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.

                  5.6      SURVIVAL. The obligations of the Company and Holders
under this Section 5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 5, and otherwise.

         6.       INFORMATION BY HOLDER. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.

         7.       RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Stock to the public without registration, the
Company agrees to use its best efforts to: (a) make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date that the Company becomes
subject to the reporting requirements of the Exchange Act; (b) file with the
Commission in a timely manner all reports and other documents required of the
Company under the Exchange Act (at any time after it has become subject to such
reporting requirements); and (c) so long as the Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of Rule 144,
a copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without registration.

         8.       TRANSFER OF REGISTRATION RIGHTS. The rights to cause the
Company to register securities granted to the Holder under Sections 1 and 2 may
be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by the Holder (together with any
affiliate); provided, however, that (a) such transfer shall be effected in
accordance with applicable securities laws, (b) notice of such assignment is
given to the Company, (c) such transferee or assignee (i) is a wholly-owned
subsidiary or limited liability company or constituent partner (including
limited partners, retired partners, members of a limited

8 - REGISTRATION RIGHTS AGREEMENT
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liability company, trustee of a trust established for the benefit of the
Holder's family, spouses and ancestors, lineal descendants and siblings of such
partners or spouses who acquire Registrable Securities by gift, will or
intestate succession) of the Holder, or (ii) acquires from the Holder at least
10% of the Holder's Shares and (d) agrees to be bound by the terms and
conditions of this Agreement.

         9.       TERMINATION OF RIGHTS. The rights of any particular Holder to
cause the Company to register securities under Sections 1 and 2 shall terminate
with respect to such Holder on the earlier of the fifth anniversary of the date
of this Agreement, or at such time as Rule 144 or another similar exemption
under the Securities Act of 1933 is available for the sale of all such Holders
securities during a three (3)-month period without registration.

         10.      LOCK-UP AGREEMENT.

                  10.1     LOCK-UP. The Holders each agree that for a period of
twelve (12) months from the date of this Agreement, they will not sell, pledge,
hypothecate, assign, grant any option for the sale of, whether or not for
consideration, directly or indirectly, the Registrable Securities; provided
however that Steven M. Wright has pledged 250,000 shares of Microfield Common
Stock to KeyBank N.A. as security for a loan and these shares to the extent that
they are pledged are not subject to the Lock-up provisions of this Section 10,
nor do they have the piggy back or registration rights provided in Sections 1
and 2. Once these shares are released as collateral, they will become subject to
all the rights, obligations and restrictions set forth in this Agreement.

                  10.2     AUTHORIZED TRANSFER. The Registrable Securities may
be transferred by will, the laws of descent and distribution, the operation of
law, or by order of any court of competent jurisdiction and proper venue.

                  10.3     LEGEND. A notice shall be placed on the face of each
stock certificate of the Registrable Securities stating that the Registrable
Securities are restricted in accordance with the conditions set forth on the
reverse side of the certificate and a typed legend shall provide as follows:
"The shares represented by this certificate are subject to certain sale and
transfer restrictions until September 15, 2005, by an agreement between the
security holder and issuer, which is on file with the issuer and the stock
transfer agent from which a copy is available upon request and without charge."

         11.      MISCELLANEOUS.

                  11.1     AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and the holders of a majority of the
Registrable Securities.

                  11.2     ENTIRE AGREEMENT. This Agreement is the entire
agreement is the entire agreement and understanding of the parties hereto as to
the subject matter contained herein. There are no restrictions, promises,
warranties, covenants, or undertakings other than those expressly set forth or
referred to in this Agreement. This Agreement supersedes all prior agreements
and undertakings, whether written or oral, among the parties with respect to the
subject matter hereof.

9 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395131.1

                  11.3     SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of such Registrable
Securities.

                  11.4     SEVERABILITY. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

                  11.5     COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts (including by means of telecopied
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

                  11.6     GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Oregon without
reference to the choice of law doctrine. Venue shall be in Multnomah County.

                  11.7     NOTICES. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, one (1) business day after sent to the recipient by
reputable overnight courier service (charges prepaid) or two (2) business days
after mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to each Holder and to the Company at the addresses indicated
below:

         If to MICG:
         ----------

                  Microfield Group, Inc.
                  Attn:  Steven M. Wright
                  1631 NW Thurman Street, Suite 310
                  Portland, OR 97209

         With a copy to:

                  Dunn Carney Allen Higgins & Tongue LLP
                  Attn:  Jonathan A. Bennett
                  851 SW Sixth Avenue, Suite 1500
                  Portland, OR 97204

         If to Underwood and TSI:
         -----------------------

                  Kurt A. Underwood
                  1631 NW Thurman Street, Suite 400
                  Portland, OR 97209

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         With a copy to:

                  White & Lee LLP
                  Attn:  Jon R. Summers
                  805 SW Broadway, Suite 2440
                  Portland, OR 97205

         If to Christenson Group LLC:
         ---------------------------

                  Christenson Group LLC
                  Attn:  Robert Jesenik
                  Suite 300
                  1631 NW Thurman Street
                  Portland OR 97209

         If to Robert J. Jesenik or JMW Capital Partners, Inc.:
         -----------------------------------------------------

                  Robert J. Jesenik
                  Suite 300
                  1631 NW Thurman Street
                  Portland OR 97209

         If to Steven M. Wright:
         ----------------------

                  Steven M. Wright
                  1631 NW Thurman Street, Suite 310
                  Portland, OR 97209

         If to R. Patrick Hanlin:
         -----------------------

                  R. Patrick Hanlin
                  7303 SE Lake Road
                  Portland, OR   97267

         If to Michael Stansell:
         ----------------------

                  Michael Stansell
                  1631 NW Thurman Street, Suite 310
                  Portland, OR 97209

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party given
in accordance with this section.










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PDX/112816/141153/DLH/1395131.1

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

MICROFIELD GROUP, INC.                      CHRISTENSON GROUP, LLC

                                            By:    JMW CAPITAL PARTNERS, INC.,
                                                   Manager

By: /s/ STEVEN M. WRIGHT                   By: /s/ ROBERT J. JESENIK
   --------------------------------           ----------------------------------
   Steven M. Wright, President                Robert J. Jesenik, CEO

JMW CAPITAL PARTNERS, INC.,                 TSI TELECOMMUNICATION SERVICS,
                                            INC.

By: /s/ ROBERT J. JESENIK                  By:
   --------------------------------           ----------------------------------
   Robert J. Jesenik, CEO                  Its:
                                               ---------------------------------



/s/ KURT A. UNDERWOOD                       /s/ R. PATRICK HANLIN
- -----------------------------------         ------------------------------------
Kurt A. Underwood                           R. Patrick Hanlin



/s/ ROBERT J. JESENIK                       /s/ STEVEN M. WRIGHT
- -----------------------------------         ------------------------------------
Robert J. Jesenik                           Steven M. Wright



/s/ MICHAEL STANSELL
- -----------------------------------
Michael Stansell





















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EX-99.14

             AMENDMENT OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


         This Amendment of Registration Rights and Lock-up Agreement (the
"Amendment") is entered into effective April 30, 2004, between MICROFIELD GROUP,
INC., an Oregon corporation (the "Company"), and CHRISTENSON GROUP LLC, an
Oregon limited liability company ("Christenson Group").

                                    RECITALS

         A.       The Company, Christenson Group and various other Holders of
the Company's common stock entered into that certain Registration Rights and
Lock-Up Agreement dated September 15, 2003 (the "Lock-Up Agreement"). Section 10
of the Lock-Up Agreement imposes various restrictions on the sale, pledge,
option or similar transfer of the Registrable Securities owned by such Holders.

         B.       Christenson Group has requested that the transfer restrictions
applicable to it as set forth in Section 10.1 of the Lock-Up Agreement be
modified or waived in certain respects in order to facilitate certain proposed
financing transactions.

         C.       Section 11.1 of the Lock-Up Agreement provides that the
provisions of the Lock-Up Agreement may be amended or waived with the prior
written consent of the Company and the holders of a majority of the Registrable
Securities.

         D.       Capitalized terms used in this Amendment that are not defined
herein have the meanings assigned to those terms in the Lock-Up Agreement.

                                    AGREEMENT

         NOW, THEREFORE, the parties to this Amendment agree as follows:

         1.       WAIVER AND MODIFICATION OF RESTRICTIONS. The terms of Section
10.1 of the Lock-Up Agreement are hereby modified as to Christenson Group as
follows: Notwithstanding contrary provisions set forth in Section 10.1,
Christenson Group may pledge its Registrable Securities if the pledgee and any
subsequent transferee agrees to be bound by the terms and conditions of the
Lock-Up Agreement. Christenson Group may also, during the 12-month lock-up
period, grant an option to purchase its Registrable Securities, provided that
any such option may not be exercisable until the expiration of the 12-month
lock-up period. Once any such pledged shares are released as collateral or
assigned pursuant to Section 8 of the Lock-Up Agreement, they will become
subject to all the rights, obligations and restrictions set forth in this
Agreement.

         2.       CONSENT OF OTHER HOLDERS. This Amendment shall be effective
when signed by Holders of a majority of the Registrable Securities.

         3.       OTHER TERMS UNCHANGED. Except as expressly modified or amended
by this Amendment, all of the terms and conditions of the Lock-Up Agreement
remain in full force and effect.






1 - AMENDMENT OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1384791.1

         4.       EXECUTION. This Amendment may be executed in two or more
counterparts (including by means of signature pages sent by facsimile), any one
of which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same document.

MICROFIELD GROUP, INC.                       CHRISTENSON GROUP LLC
                                             By: JMW Capital Partners, Inc., its
                                                 Manager

By: /s/ WILLIAM C. MCCORMICK                 By: /s/ ROBERT JESENIK
   -----------------------------------          --------------------------------
   William C. McCormick, CEO                    Robert Jesenik, CEO

HOLDERS:

/s/ STEVEN M. WRIGHT
- --------------------------------------
Steven M. Wright

/s/ R. PATRICK HANLIN
- --------------------------------------
R. Patrick Hanlin

/s/ MICHAEL STANSELL
- --------------------------------------
Michael Stansell

/s/ ROBERT JESENIK
- --------------------------------------
Robert Jesenik

/s/ KURT A. UNDERWOOD
- --------------------------------------
Kurt A. Underwood



JMW-MICG HOLDINGS, LLC
By: JMW Capital Partners, Inc., its Manager

By: /s/ ROBERT JESENIK
   -----------------------------------
   Robert Jesenik, CEO



TSI TELECOMMUNICATION SERVICES INC.

By:
   -----------------------------------
Its:
    ----------------------------------






2 - AMENDMENT OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1384791.1

EX-99.15

               NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT

         THIS NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT ("Agreement")
is effective August 1, 2004 (the "Effective Date"), by and among CHRISTENSON
GROUP LLC, an Oregon limited liability company ("Christenson"), BRIAN N.
CHRISTOPHER ("Christopher"), JMW GROUP, LLC ("JMW") and CHRISTENSON LEASING
COMPANY, LLC ("CLC").

                                    RECITALS:

         A.       Christopher is a member of Christenson and owns a 23.783%
membership interest in Christenson (the "Membership Interest").

         B.       Christopher holds promissory notes made by Christenson, or has
made loans to Christenson, (collectively the "Christenson Notes") as follows:
(1) Subordinated Promissory Note (Amended and Restated) dated April 22, 2004 in
the face amount of $1,053,065.52; (2) Subordinated Promissory Note dated May 31,
2004 in the face amount of $333,370.63; and (3) Promissory Note dated July 7,
2003 in the face amount of $5,000.00. In addition, Christopher holds one or more
promissory notes made by CLC (collectively the "CLC Notes"), including: (1)
Subordinated Promissory Note dated January 10, 2003 in the face amount of
$200,000; and (2) Subordinated Promissory Note dated June 11, 2003 in the face
amount of $21,710.00.

         C.       Christenson owns all of the outstanding stock of CEAC, Inc.
("CEAC") and CEAC owns all of the outstanding stock of Christenson Electric,
Inc. ("CE").

         D.       Christopher also owns an indirect interest in CLC as a result
of being a member of CLC's parent, Destination Capital, LLC ("Destination").
Christopher has provided a personal guaranty of a loan for $3,500,000 made
December 31, 2002 by Sterling Savings Bank to CLC (the "Sterling Loan") to
finance the purchase of certain equipment subsequently leased by CLC to CE. CLC,
Christopher and other guarantors of that loan entered into an Indemnification
and Contribution Agreement dated June 16, 2003 (the "Indemnification Agreement")
to provide for indemnification and reimbursement of any guarantor who was
required to pay more than a prorata portion of any obligation arising out of the
loan guaranty.

         E.       Christenson and CLC desire to make payments to Christopher to
apply to the Christenson and CLC Notes. Christenson further desires to purchase
the Membership Interest and Christopher desires to sell his Membership Interest
to Christenson on the terms and conditions set forth below.

         Now, therefore, in consideration of the foregoing, the parties agree as
follows:

                                   AGREEMENT:

         1.       CHRISTENSON PAYMENTS. Christenson will make payments to
Christopher as follows:

                  1.1      Christenson will assign and transfer 1,680,812Common
shares of Microfield Group, Inc. ("Microfield"). These shares are currently
subject to lock-up restrictions



1 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386416.1

pursuant to an agreement with Microfield. The lock-up restrictions will expire
September 16, 2004 and Christenson will transfer the shares promptly after the
expiration date. Upon transfer of the Microfield shares transferred to
Christopher, Christopher will have good and marketable title to the shares, free
and clear of all security interests, liens, pledges, encumbrances or other
restrictions or claims, subject only to restrictions as to marketability imposed
by securities laws.

                  1.2      Christenson will pay Christopher a sum equal to
0.7015% of the gross revenues collected by CE during the 5-year period
commencing on the Effective Date. Payments shall be calculated and paid to
Christopher on a monthly basis (within 30 days after the end of the prior month)
and shall be subject to retroactive adjustment in the event it is subsequently
determined that revenues were overstated due to customer disputes, mistakes or
similar occurrences. Christenson will make an initial payment of $6,000 to
Christopher upon execution of this Agreement which will be applied against the
final monthly payment(s) due to Christopher. The monthly payment due with
respect to the period ending the later of (i) December 31, 2005, or (ii) the
date the Tax Liabilities referenced below have been paid, shall not be less than
$6,000; if the $6,000 payment exceeds the payment otherwise due (0.7015% of
gross revenues), the amount of the excess payment will be applied to reduce the
final monthly payment(s) due to Christopher. In addition, until CE has satisfied
certain outstanding payroll tax liabilities and Washington state excise tax
liabilities in the approximate aggregate amount of $1,075,000 (the "Tax
Liabilities"), the monthly payments shall not exceed $6,000. If the payment
otherwise due for a month (0.7015% of gross revenues) before the Tax Liabilities
have been satisfied exceeds $6,000, the excess amount shall accrue and be
subsequently paid to Christopher ratably over the number of months remaining in
the original 5-year payment period once the Tax Liabilities have been paid in
full. Interest shall accrue after 90 days at the rate of 12% per annum on any
payment that is past due. Christopher or his representatives may audit
Christenson's and CE's records (once each year) to verify the payment amounts
determined by Christenson to be due. If the audit discloses that the payments
claimed to be due are 5% or more less than the correct amounts, Christenson
shall be responsible for the cost of the audit. Christenson will provide
Christopher with quarterly financial statements and (if available) audited
annual financial statements for CE.

                  1.3      In the event that substantially all of the assets or
stock of CE are sold pursuant to an agreement executed within the 4-year period
beginning with the Effective Date, Christenson will pay to Christopher an amount
equal to (a) Christopher's Percentage of the net after-tax (if any) sale
proceeds received in connection with the sale after deducting transaction costs,
and corporate obligations and debt of CE and CEAC other than liabilities or
expenses attributable to consulting/success fees payable to JMW which have not
been disclosed to Christopher, less (b) the amount of payments made to
Christopher pursuant to Section 1.2 above. "Christopher's Percentage" means the
percentage membership interest that Christopher would have in Christenson
(currently 23.783%) at the time the sale is closed if Christopher and Kevin
Robertson had retained their current number of membership units, taking into
account future changes in the number of outstanding membership units of
Christenson. Upon full payment of all amounts due under this Section 1.3, the
payments to be made pursuant to Section 1.2 above will terminate.





2 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386416.1

         2.       SALE OF MEMBERSHIP INTEREST. Christopher hereby sells and
Christenson hereby purchases the Membership Interest. As of the Effective Date,
Christopher shall cease to be a member of Christenson.

         3.       APPLICATION OF PAYMENTS. All payments made to Christopher as
set forth above are to be applied first to payment of the Christenson Notes, and
then applied in payment of the Membership Interest. The sole source of payment
for all such obligations of Christenson to Christopher shall be as set forth
above. The parties represent to each other that they know of no other
obligations of Christenson to Christopher. Simultaneously with the
extinguishment of Christenson's obligations to Christopher, the following
additional debt of Christenson will be extinguished: (a) Subordinated Promissory
Note dated May 31, 2004 in the face amount of $585,957.16 in favor of JMW; (b)
Amended and Restated Subordinated Promissory Note dated May 1, 2004 in the face
amount of $881,996.24 in favor of Destination; and (c) indebtedness in favor of
various parties related to JMW incurred prior to January 1, 2004 in the
approximate current amount of $393,523.79.

         4.       EMPLOYMENT MODIFICATIONS. Christopher and CE entered into an
Amended and Restated Employment Agreement dated March 22, 2000 which was amended
effective October 1, 2003 (the "Employment Agreement"). The terms of the
Employment Agreement are further modified to provide that (a) Christopher's base
salary will be $2,000 per month effective September 1, 2004; (b) Christopher may
earn commissions equivalent to 5% of the gross profit margin derived by CE from
work originated by Christopher without the assistance of third parties who may
also be entitled to commission from CE; (c) Christopher will continue to receive
an automobile allowance of $300 per month; (d) Christopher will be entitled to
health insurance benefits as set forth in the Employment Agreement; and (e)
Christopher's employment will terminate December 31, 2005 unless extended by
mutual agreement.

         5.       CLC PAYMENTS.

                  5.1      CLC will transfer to Christopher free and clear title
to the 1946 Chevrolet truck now owned by CLC. This transfer will be credited as
a $10,000 principal payment against the CLC Notes owed by CLC to Christopher.

                  5.2      The CLC Notes will be combined and amended following
the transfer of the 1946 Chevrolet to provide for an adjusted total balance,
including principal and unpaid interest, of $200,000 and minimum semi-annual
payments of $16,752.50 beginning in December 2004 with a maturity date of 5
years from the Effective Date. The amended note will evidence any and all
remaining obligations of CLC to Christopher and any other obligations of CLC are
deemed paid, satisfied or contributed as additional capital.

                  5.3      At such time as the Sterling Loan has been paid in
full or otherwise satisfied by CLC, CLC will assign to Christopher its right to
purchase 23.783% of the shares of Microfield which are subject to the warrant(s)
issued by Microfield to CLC (to the extent not used by CLC to pay the Sterling
Loan) in connection with CLC's loan of approximately $500,000 to Christenson
Velagio, Inc. scheduled to be consummated in August 2004 or later. CLC agrees to
deliver to Christopher copies of the loan terms and loan documents of the CLC
loan to Christenson Velagio, Inc.





3 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386416.1

         6.       LOAN TRANSACTIONS.

                  6.1      STERLING LOAN RESTRUCTURE. CLC is presently
negotiating with Sterling Savings Bank to restructure the Sterling Loan
obligations. Upon execution of this Agreement, it is hereby agreed by CLC and
JMW that the obligations of Christopher pursuant to his Sterling Loan personal
guaranty are limited to $125,000 and the Indemnification Agreement will be
modified to reflect this release. In addition, CLC, JMW and Christenson will use
their best efforts and proceed in good faith to cause Christopher to be released
as a guarantor under the Sterling Loan documents. Christopher or his authorized
representatives shall have the right to receive information and to communicate
with Sterling Bank representatives to review and discuss any conditions to his
release as a guarantor under those loan documents.

                  6.2      DESTINATION TRANSACTIONS. Christopher is continuing
as a member of Destination. Christopher agrees to cooperate with future lender
requests to confirm the authority of Destination and its manager to engage in
loan transactions within the scope of authority granted pursuant to the
operating agreement of Destination.

         7.       CHRISTOPHER'S REPRESENTATIONS.

                  7.1      DISCLOSURE. Christopher is familiar with the business
and properties of Christenson and, in making his decision to sell the Membership
Interest, has not relied on representations or warranties of Christenson or any
other person, other than those provided in Section 4 below, or their agents,
officers or employees. Christopher has had an opportunity to review all
documents, records and books pertaining to his membership interest in
Christenson, obtain any additional information necessary to verify the accuracy
of all information obtained, and ask questions of and receive answers from
Christenson or any persons authorized to act on its behalf concerning the terms
and conditions of this transaction.

                  7.2      TITLE. Christopher has, and upon purchase thereof by
Christenson pursuant to the terms of this Agreement Christenson will have, good
and marketable title to the Membership Interest, free and clear of all security
interests, liens, pledges, encumbrances or other restrictions or claims, subject
only to restrictions as to marketability imposed by securities laws and other
liens, claims, debts or matters within the actual knowledge of Christenson, CLC,
JMW, Destination and their respective subsidiaries, affiliates and key
personnel.

                  7.3      NO OUTSTANDING REQUESTS FOR REIMBURSEMENT.
Christopher represents that there are no outstanding or unsubmitted requests for
reimbursement of expenses to which Christopher is entitled. Christopher has not
incurred any obligations on behalf of Christenson that are not now reflected on
the books and records of Christenson. If Christenson incurs any obligation or
expense for which Christopher is responsible, Christopher will promptly
reimburse any such expense and authorize Christenson to withhold any such amount
out of any payments otherwise due to be paid to Christopher.

         8.       MISCELLANEOUS.

                  8.1      FURTHER DOCUMENTS. Each of the parties hereby agrees
to execute and deliver any and all instruments or documents and to take any
further action which may be or become necessary or appropriate to give effect to
the terms of this Agreement.

4 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386416.1

                  8.2      WAIVER. The waiver by any party of any breach or
default of the other party under this Agreement or the failure of a party to
exercise any right, power or remedy shall not operate or be construed as a
waiver of any subsequent breach or default by the other party.

                  8.3      INTEGRATION. This Agreement contains the entire
agreement of the parties with respect to the subject matter of this Agreement
and may be modified only by an agreement in writing signed by all parties.

                  8.4      BINDING EFFECT. This Agreement is legally effective
and binding, both upon the parties and upon their respective estates, heirs,
legal representatives, successors and permitted assigns.

                  8.5      GOVERNING LAW. This Agreement shall be subject to and
governed by the laws of the State of Oregon.

                  8.6      SEVERABILITY OF AGREEMENT. The parties intend that
this be a binding and enforceable agreement. If a provision or provisions of
this Agreement are invalid or unenforceable, the remainder of this Agreement
shall be valid and enforceable without such provision or provisions.

                  8.7      ATTORNEY FEES. If suit or action is filed to enforce
this Agreement, or otherwise with respect to the subject matter of this
Agreement, the prevailing party shall be entitled to recover reasonable attorney
fees incurred in preparation for and litigation of such suit or action at trial,
on appeal and on any petition for review.

                  8.8      COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.

                  8.9      RELEASE. In consideration of the representations and
agreements set forth above, and provided the parties fulfill their respective
obligations as set forth herein, the parties release each other and their
respective employees, agents, successors and assigns from all claims arising out
of their ownership of Christenson.





















5 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386416.1

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
the day and year first above written.

                                              CHRISTENSON GROUP LLC
                                              By: JMW Capital Partners, Inc.,
                                                  its Manager



/s/ BRIAN N. CHRISTOPHER                      By: /s/ ROBERT JESENIK
- -------------------------------------------      -------------------------------
Brian N. Christopher                             Robert Jesenik, CEO

CHRISTENSON LEASING COMPANY, LLC              JMW GROUP, LLC
By: JMW Capital Partners, Inc., its Manager   By: JMW Capital Partners, Inc.,
                                                  its Manager



By: /s/ ROBERT JESENIK                       By: /s/ ROBERT JESENIK
   ----------------------------------------     --------------------------------
   Robert Jesenik, CEO                          Robert Jesenik, CEO




































6 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386416.1

EX-99.16

               NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT

         THIS NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT ("Agreement")
is effective August 1, 2004 (the "Effective Date"), by and among CHRISTENSON
GROUP LLC, an Oregon limited liability company ("Christenson"), KEVIN D.
ROBERTSON ("Robertson"), JMW GROUP, LLC ("JMW") and CHRISTENSON LEASING COMPANY,
LLC ("CLC").

                                    RECITALS:

         A.       Robertson is a member of Christenson and owns a 10.120%
membership interest in Christenson (the "Membership Interest").

         B.       Robertson holds promissory notes made by Christenson (the
"Christenson Notes") as follows: (1) Subordinated Promissory Note dated May 31,
2004 in the face amount of $110,000.00; (2) Subordinated Promissory Note dated
August 1, 2004 in the face amount of $100,000.00; and (3) Promissory Note dated
July 7, 2003 in the face amount of $1,000.00. In addition, Robertson holds one
or more promissory notes made by CLC (collectively the "CLC Notes", including:
(1) Subordinated Promissory Note dated January 3, 2003 and amended effective
February 1, 2003 in the amended face amount of $245,000; and (2) Subordinated
Promissory Note dated June 11, 2003 in the face amount of $11,000.00.

         C.       Christenson owns all of the outstanding stock of CEAC, Inc.
("CEAC") and CEAC owns all of the outstanding stock of Christenson Electric,
Inc. ("CE").

         D.       Robertson also owns an indirect interest in CLC as a result of
being a member of CLC's parent, Destination Capital, LLC ("Destination"). The
former individual members of CLC (not including Robertson) provided a personal
guaranty of a loan for $3,500,000 made December 31, 2002 by Sterling Savings
Bank to CLC (the "Sterling Loan") to finance the purchase of certain equipment
subsequently leased by CLC to CE. CLC, Robertson and the other guarantors of
that loan entered into an Indemnification and Contribution Agreement dated June
16, 2003 (the "Indemnification Agreement") to provide for indemnification and
reimbursement of any guarantor who was required to pay more than a prorata
portion of any obligation arising out of the loan guaranty.

         E.       Christenson and CLC desire to make payments to Robertson to
apply to the Christenson and CLC Notes. Christenson further desires to purchase
the Membership Interest and Robertson desires to sell his Membership Interest to
Christenson on the terms and conditions set forth below.

         Now, therefore, in consideration of the foregoing, the parties agree as
follows:

                                   AGREEMENT:

         1.       Christenson Payments. Christenson will make payments to
Robertson as follows:

                  1.1      Christenson will assign and transfer 204,712 Common
shares of Microfield Group, Inc. ("Microfield"). These shares are currently
subject to lock-up restrictions




1 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386449.1

pursuant to an agreement with Microfield. The lock-up restrictions will expire
September 16, 2004 and Christenson will transfer the shares promptly after the
expiration date. Upon transfer of the Microfield shares transferred to
Robertson, Robertson will have good and marketable title to the shares, free and
clear of all security interests, liens, pledges, encumbrances or other
restrictions or claims, subject only to restrictions as to marketability imposed
by securities laws.

                  1.2      Christenson will pay Robertson a sum equal to 0.2985%
of the gross revenues collected by CE during the 5-year period commencing on the
Effective Date. Payments shall be calculated and paid to Robertson on a monthly
basis (within 30 days after the end of the prior month) and shall be subject to
retroactive adjustment in the event it is subsequently determined that revenues
were overstated due to customer disputes, mistakes or similar occurrences. No
monthly payments shall be made until CE has satisfied certain outstanding
payroll tax liabilities and Washington state excise tax liabilities in the
approximate aggregate amount of $1,075,000 (the "Tax Liabilities"). The amount
of any monthly payments that would otherwise be due (0.2985% of gross revenues)
before the Tax Liabilities have been satisfied shall accrue and be subsequently
paid to Robertson ratably over the number of months remaining in the original
5-year payment period once the Tax Liabilities have been paid in full. Interest
shall accrue after 90 days at the rate of 12% per annum on any payment that is
past due. Robertson or his representatives may audit Christenson's and CE's
records (once each year) to verify the payment amounts determined by Christenson
to be due. If the audit discloses that the payments claimed to be due are 5% or
more less than the correct amounts, Christenson shall be responsible for the
cost of the audit. Christenson will provide Robertson with quarterly financial
statements and (if available) audited annual financial statements for CE.

                  1.3      In the event that substantially all of the assets or
stock of CE are sold pursuant to an agreement executed within the 4-year period
beginning with the Effective Date, Christenson will pay to Robertson an amount
equal to (a) Robertson's Percentage of the net after-tax (if any) sale proceeds
received in connection with the sale after deducting transaction costs, and
corporate obligations and debt of CE and CEAC other than liabilities or expenses
attributable to consulting/success fees payable to JMW which have not been
disclosed to Robertson, less (b) the amount of payments made to Robertson
pursuant to Section 1.2 above. "Robertson's Percentage" means the percentage
membership interest that Robertson would have in Christenson (currently 10.120%)
at the time the sale is closed if Robertson and Brian Christopher had retained
their current number of membership units, taking into account future changes in
the number of outstanding membership units of Christenson. Upon full payment of
all amounts due under this Section 1.3, the payments to be made pursuant to
Section 1.2 above will terminate.

         2.       SALE OF MEMBERSHIP INTEREST. Robertson hereby sells and
Christenson hereby purchases the Membership Interest. As of the Effective Date,
Robertson shall cease to be a member of Christenson.

         3.       APPLICATION OF PAYMENTS. All payments made to Robertson as set
forth above are to be applied first to payment of the Christenson Notes, and
then applied in payment of the Membership Interest. The sole source of payment
for all such obligations of Christenson to Robertson shall be as set forth
above. The parties represent to each other that they know of no other
obligations of Christenson to Robertson. Simultaneously with the extinguishment
of


2 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386449.1

Christenson's obligations to Robertson, the following additional debt of
Christenson will be extinguished: (a) Subordinated Promissory Note dated May 31,
2004 in the face amount of $585,957.16 in favor of JMW; (b) Amended and Restated
Subordinated Promissory Note dated May 1, 2004 in the face amount of $881,996.24
in favor of Destination; and (c) indebtedness in favor of various parties
related to JMW incurred prior to January 1, 2004 in the approximate current
amount of $393,523.79.

         4.       OPTIONS. Robertson has previously been granted certain options
to purchase additional interests in Christenson, Destination and other related
entities. The option to purchase an interest in Destination shall continue in
effect as provided in Robertson's option agreement and Robertson shall have the
additional option to purchase an additional 1% interest in Destination Capital
(based on currently outstanding interests) for the purchase price of $20,000.
Robertson's options to purchase interests in the other related entities is
hereby terminated. Christenson and JMW will cause Robertson's option agreements
to be appropriately modified.

         5.       CLC NOTE.

                  5.1      The CLC Note in the face amount of $245,000 (plus
accrued and unpaid interest to the date of this Agreement) will be amended to
provide for (a) no payments for 2 years, (b) interest for the initial 2 years to
be paid at maturity, (c) interest on the principal balance to be paid quarterly
beginning after the first quarter of the third year, and (d) a maturity date of
5 years from the Effective Date. The CLC Note as amended will evidence any and
all remaining obligations of CLC to Robertson and any other notes and
obligations of CLC are deemed paid, satisfied or contributed as additional
capital. JMW agrees that the CLC debt payable to JMW Capital Partners, Inc. in
the approximate amount of $192,776 will be subject to the same repayment terms.

                  5.2      At such time as the Sterling Loan has been paid in
full or otherwise satisfied by CLC, CLC will assign to Robertson its right to
purchase 10.120% of the shares of Microfield which are subject to the warrant(s)
issued by Microfield to CLC (to the extent not used by CLC to pay the Sterling
Loan) in connection with CLC's loan of approximately $500,000 to Christenson
Velagio, Inc. scheduled to be consummated in August 2004 or later. CLC agrees to
deliver to Robertson copies of the loan terms and loan documents of the CLC loan
to Christenson Velagio, Inc.

         6.       LOAN TRANSACTIONS.

                  6.1      STERLING LOAN RESTRUCTURE. CLC is presently
negotiating with Sterling Savings Bank to restructure the Sterling Loan
obligations. Upon execution of this Agreement, it is hereby agreed by CLC and
JMW that Robertson is released from his indemnification obligations with respect
to the Sterling Loan and the Indemnification Agreement will be modified to
reflect this release.

                  6.2      DESTINATION TRANSACTIONS. Robertson is continuing as
a member of Destination. Robertson agrees to cooperate with future lender
requests to confirm the authority of Destination and its manager to engage in
loan transactions within the scope of authority granted pursuant to the
operating agreement of Destination.




3 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386449.1

         7.       ROBERTSON'S REPRESENTATIONS.

                  7.1      DISCLOSURE. Robertson is familiar with the business
and properties of Christenson and, in making his decision to sell the Membership
Interest, has not relied on representations or warranties of Christenson or any
other person, other than those provided in Section 4 below, or their agents,
officers or employees. Robertson has had an opportunity to review all documents,
records and books pertaining to his membership interest in Christenson, obtain
any additional information necessary to verify the accuracy of all information
obtained, and ask questions of and receive answers from Christenson or any
persons authorized to act on its behalf concerning the terms and conditions of
this transaction.

                  7.2      TITLE. Robertson has, and upon purchase thereof by
Christenson pursuant to the terms of this Agreement Christenson will have, good
and marketable title to the Membership Interest, free and clear of all security
interests, liens, pledges, encumbrances or other restrictions or claims, subject
only to restrictions as to marketability imposed by securities laws and other
liens, claims, debts or matters within the actual knowledge of Christenson, CLC,
JMW, Destination and their respective subsidiaries, affiliates and key
personnel.

                  7.3      NO OUTSTANDING REQUESTS FOR REIMBURSEMENT. Robertson
represents that there are no outstanding or unsubmitted requests for
reimbursement of expenses to which Robertson is entitled. Robertson has not
incurred any obligations on behalf of Christenson that are not now reflected on
the books and records of Christenson. If Christenson incurs any obligation or
expense for which Robertson is responsible, Robertson will promptly reimburse
any such expense and authorize Christenson to withhold any such amount out of
any payments otherwise due to be paid to Robertson.

         8.       MISCELLANEOUS.

                  8.1      FURTHER DOCUMENTS. Each of the parties hereby agrees
to execute and deliver any and all instruments or documents and to take any
further action which may be or become necessary or appropriate to give effect to
the terms of this Agreement.

                  8.2      WAIVER. The waiver by any party of any breach or
default of the other party under this Agreement or the failure of a party to
exercise any right, power or remedy shall not operate or be construed as a
waiver of any subsequent breach or default by the other party.

                  8.3      INTEGRATION. This Agreement contains the entire
agreement of the parties with respect to the subject matter of this Agreement
and may be modified only by an agreement in writing signed by all parties.

                  8.4      BINDING EFFECT. This Agreement is legally effective
and binding, both upon the parties and upon their respective estates, heirs,
legal representatives, successors and permitted assigns.

                  8.5      GOVERNING LAW. This Agreement shall be subject to and
governed by the laws of the State of Oregon.





4 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386449.1

                  8.6      SEVERABILITY OF AGREEMENT. The parties intend that
this be a binding and enforceable agreement. If a provision or provisions of
this Agreement are invalid or unenforceable, the remainder of this Agreement
shall be valid and enforceable without such provision or provisions.

                  8.7      ATTORNEY FEES. If suit or action is filed to enforce
this Agreement, or otherwise with respect to the subject matter of this
Agreement, the prevailing party shall be entitled to recover reasonable attorney
fees incurred in preparation for and litigation of such suit or action at trial,
on appeal and on any petition for review.

                  8.8      COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.

                  8.9      RELEASE. In consideration of the representations and
agreements set forth above, and provided the parties fulfill their respective
obligations as set forth herein, the parties release each other and their
respective employees, agents, successors and assigns from all claims arising out
of their ownership of Christenson.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
the day and year first above written.

                                               CHRISTENSON GROUP LLC
                                               By: JMW Capital Partners, Inc.,
                                               its Manager

/s/ KEVIN D. ROBERTSON                         By: /s/ ROBERT JESENIK
- -------------------------------------------       ------------------------------
Kevin D. Robertson                                Robert Jesenik, CEO

CHRISTENSON LEASING COMPANY, LLC               JMW GROUP, LLC
By: JMW Capital Partners, Inc., its Manager    By: JMW Capital Partners, Inc.,
                                               its Manager


By: /s/ ROBERT JESENIK                         By: /s/ ROBERT JESENIK
   ----------------------------------------       ------------------------------
   Robert Jesenik, CEO                            Robert Jesenik, CEO

















5 - NOTE PAYMENT AND MEMBERSHIP INTEREST SALE AGREEMENT
PDX/112816/141153/DLH/1386449.1

EX-99.17

                        AGREEMENT TO SATISFY OBLIGATIONS

         This Agreement to Satisfy Obligations (this "Agreement") is entered
into effective September 15, 2003, between Christenson 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 Robert J. Jesenik,
Thomas A. Sidley, and Brian A. Oliver. (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.

CHRISTENSON ELECTRIC, INC.                  CHRISTENSON TECHNOLOGY
                                            SERVICES, INC.



By: /s/ ROBERT JESENIK                      By: /s/ ROBERT JESENIK
   --------------------------------            --------------------------------
    Robert Jesenik, President                   Robert Jesenik, President



MICROFIELD GROUP, INC.



By: /s/ STEVEN M. WRIGHT
   --------------------------------
    Steven M. Wright, President





































1 - AGREEMENT TO SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395184.1

EX-99.18

                         AGREEMENT TO CONSOLIDATE, AMEND
                             AND SATISFY OBLIGATIONS

         This  Agreement to  Consolidate,  Amend and Satisfy  Obligations  (this
"Agreement") is entered into effective  September 15, 2003, between  Christenson
Technology Services,  Inc. ("Maker"),  Christenson Electric, Inc. ("Holder") and
Microfield Group, Inc. ("Microfield").

                                    RECITALS

         A.       Maker has executed a promissory note evidencing an obligation
owed to Holder on June 1, 2003 in the amount of $1,500,000 (the "Note").

         B.       Maker and Holder are parties to an Inventory Transfer
Agreement dated August 1, 2002, wherein Maker agreed to pay $265,189.42 for
certain inventory to Holder (the "Transfer Agreement").

         C.       Maker and Holder wish to amend and restate the obligations due
from Maker to Holder and revise the payment schedule as more particularly
described below.

         D.       Maker is negotiating the terms of an Agreement and Plan of
Merger with Microfield and CTS Acquisition Co. ("Merger Agreement"), wherein CTS
Acquisition Co. will merge with and into Maker and Microfield will become the
sole shareholder of Maker.

         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
principal amount of One Million Seven Hundred Sixty-five Thousand Dollars
($1,765,000).

         2.       PAYMENT AND CANCELLATION. Holder hereby agrees to convert
$365,000 of the amount set forth in Section 1 to 869,048 shares of Series 2
Preferred Common Stock of Microfield Group, Inc. Holder agrees that upon
issuance of the 869,048 shares of Series 2 Preferred Stock of Microfield Group,
Inc. to Holder all obligations as to $365,000 of the amount set forth in Section
1 will be fully paid and satisfied.

         3.       PROMISSORY NOTE. Maker and Holder agree that Maker shall
execute a Subordinated Amended and Restated Promissory Note in the remaining
amount due of $1,400,000 ("Note"). The Note shall have the following payment
terms:

                  3.1      The note will be amortized over a five year period.

                  3.2      Interest will accrue on the unpaid principal balance
at twelve percent (12%) per annum beginning November 15, 2003.





1 - AGREEMENT TO CONSOLIDATE, AMEND AND SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395247.1

                  3.3      Monthly payments of principal and accrued interest
will begin on November 15, 2003 with each subsequent payment due on the same day
of each month thereafter.

                  3.4      Any portion of the principal balance may be prepaid
at any time without penalty.

                  3.5      The entire balance of principal and accrued but
unpaid interest will be due on October 15, 2006.

         4.       NOTE CONVERSION. As of November 15, 2003, Microfield, which
shall become the sole shareholder of Maker as of the Effective Time, as defined
in the Merger Agreement, shall have the option to convert the remaining balance,
including principal and any accrued interest, of the Note to Series 2 Preferred
Stock of Microfield ("Preferred Stock"). In determining the amount of Preferred
Stock necessary to satisfy this obligation the balance due shall be divided by
$0.42 to equal the number of shares of Preferred Stock necessary to fully
satisfy the entire balance due pursuant to the terms of the Note. Holder agrees
to accept as payment in full of the Note the number of shares equal to the
entire balance due under the Note divided by $0.42. For example if no prepayment
is made the total number of shares of Preferred Stock necessary to pay the
outstanding balance due as of November 15, 2003, is 3,333,333. Microfield Group,
Inc. shall exercise such option by providing Holder notice of Microfield's
election to convert the outstanding amount due under the Note to Preferred
Stock.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

CHRISTENSON ELECTRIC, INC.                CHRISTENSON TECHNOLOGY
                                          SERVICES, INC.



By:    /s/ ROBERT JESENIK                 By:    /s/ ROBERT JESENIK
   -----------------------------------       ----------------------------------
       Robert Jesenik, President                 Robert Jesenik, President



MICROFIELD GROUP, INC.



By:    /s/ STEVEN M. WRIGHT
   -----------------------------------
       Steven M. Wright, President










1 - AGREEMENT TO CONSOLIDATE, AMEND AND SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395247.1

EX-99.19

                  REGISTRATION RIGHTS SERIES 2 PREFERRED STOCK

         This Registration Rights Agreement is entered into and effective as of
the 3rd day of October, 2003, between MICROFIELD GROUP, INC., an Oregon
corporation (the "Company"), JMW CAPITAL PARTNERS, INC., KURT A. UNDERWOOD, R.
PATRICK HANLIN, CHRISTENSON GROUP, LLC, CHRISTENSON ELECTRIC, INC., STANLEY W.
SMITH, THURMAN HOLDINGS I, LIMITED PARTNERSHIP, BRIAN GRANT, R. L. MAULSBY AND
CINDY M. MAULSBY, TRUSTEES, OR THEIR SUCCESSORS IN TRUST, UNDER THE MAULSBY
LIVING TRUST DATED JUNE 21, 1995, AND ANY AMENDMENTS THERETO, and CARRIE A.
PRUNTY (individually, "Holder," collectively, the "Holders").

                                    RECITALS:

         A.       The Holders collectively own the following shares of Series 2
Preferred Stock of the Company (the "Series 2 Preferred Stock"):

                                                             SHARES OF SERIES 2
         HOLDER                                              PREFERRED STOCK

         Christenson Electric, Inc.                                 869,048
         R. Patrick Hanlin                                          178,571
         Kurt A. Underwood                                          119,050
         Christenson Group, LLC                                   1,071,429
         JMW Capital Partners, Inc.                                 357,143
         Stanley W. Smith                                            59,524
         Thurman Holdings I, Limited Partnership                    595,238
         Brian Grant                                                119,048
         R. L. Maulsby and Cindy M. Maulsby,
         Trustees, or their successors in trust,
         under the Maulsby Living Trust dated
         June 21, 1995, and any amendments thereto                  119,050
         Carrie A. Prunty                                           119,050

For purposes of this Agreement, Stock shall also include the shares of the
Company's stock now owned or hereafter acquired by reason of purchase, exercise
of warrants, conversion, division or otherwise, by the Holders.

         B.       The Company and Holders desire to provide for registration
rights and lock-up provisions set forth herein.

         C.       The Series II Preferred Stock is convertible into common stock
of the Corporation.
















1 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

                                   AGREEMENT:

         NOW, THEREFORE, the parties agree as follows:

         1.       Company Registration. Notwithstanding anything in this
Agreement to the contrary, the registration rights provisions of this Agreement
do not become effective until such time as a Holder converts the Series 2
Preferred Stock to common stock ("Stock") (the converted shares of common stock
shall be hereinafter referred to as "Stock").

                  1.1      Registrable Securities. For purposes of this
Agreement, "Registrable Securities" means the Stock or other securities issued
or issuable with respect to the Stock upon any stock split, stock dividend,
recapitalization or similar event; provided, however, that shares of Stock or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold or otherwise transferred to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, or (B) sold or otherwise transferred in a transaction exempt from
the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and restrictive
legends with respect thereto are removed upon the consummation of such sale.
Registrable Securities sold or otherwise transferred without strict compliance
with the terms of this Agreement or otherwise in breach of this Agreement shall
not have any benefits under this Agreement unless and until such terms have been
strictly complied with or such breach has been cured.

                  1.2      Piggyback Registration Rights. If at any time or from
time to time after expiration of the period set forth in Section 10.1 and prior
to the fifth anniversary of this Agreement, the Company shall decide to register
any of its securities, either for its own account or the account of a security
holder or holders, other than (x) a registration relating solely to employee
benefit plans, or (y) a registration relating solely to a Commission Rule 145
transaction, the Company will:

                           (a)      promptly give to the Holder written notice
thereof, and

                           (b)      include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests made within fifteen (15) days after receipt of such
written notice from the Company by the Holder.

If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms
and conditions set forth herein.

                  1.3      Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holder as a part of the written
notice given pursuant to Section 1.2(a). In such event, the right of the Holder
to registration pursuant to Section 1.2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting, to the extent requested, to the extent provided herein. The
Holder shall (together with the

2 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

Company and the other holders distributing their securities through such
underwriting (the "Other Participating Holders")) enter into an underwriting
agreement in customary form with the managing underwriter selected for such
underwriting by the Company. Notwithstanding any other provision of this Section
1, if the managing underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the managing underwriter
may limit the number of Registrable Securities to be included in the
registration and underwriting, on a pro rata basis based on the total number of
securities (including, without limitation, Registrable Securities) requested to
be registered pursuant to registration rights granted to the Holder and the
Other Participating Holders by the Company. To facilitate the allocation of
shares in accordance with the above provisions, the Company or the underwriters
may round the number of shares allocated to the Holder or the Other
Participating Holders to the nearest one hundred (100) shares. If the Holder or
any Other Participating Holder disapproves of the terms of any such
underwriting, it, he or she may elect to withdraw therefrom by written notice to
the Company and the managing underwriter. Any securities excluded or withdrawn
from such underwriting shall be withdrawn from such registration, and shall not
be transferred in a public distribution prior to one hundred and eighty (180)
days after the effective date of the registration statement relating thereto.

                  1.4      Right to Terminate Registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 1 prior to the effectiveness of such registration, whether or not
any Holder has elected to include securities in such registration.

         2.       Registration.

                  2.1      Right to Demand Registration. Following the second
anniversary of the date of this Agreement and prior to the fifth anniversary of
the date of this Agreement and subject to the restrictions contained in Section
2.2, if any Holder of Registrable Securities requests that the Company file a
registration statement for a public offering of Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would exceed $500,000, and the Company
is a registrant entitled to use Form S-3 to register the Registrable Securities
for such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form.

                  2.2      Limitation of Registration. A Holder shall only have
the rights set forth in Section 2.1 if the Holder previously elected to register
all of such Holder's Registrable Securities as provided in Section 1.2(b), less
than 50% of Holder's Registrable Securities were registered as required by the
managing underwriter, and the Holder has not elected to exercise Holder's
registration rights under this Section 2 more than once previously.

                  2.3      Notice. The Company will (i) promptly give written
notice of the proposed registration to all other Holders and (ii) as soon as
practicable use its best efforts to effect such registration (including, without
limitation, the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be
so requested and as would permit or facilitate the sale and distribution of all
or such portion of such


3 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any Holder or Holders joining in
such request as are specified in a written request received by the Company
within fifteen (15) days after receipt of such written notice from the Company.
The substantive provisions of Section 1 shall be applicable to each registration
initiated under this Section 2.

                  2.4      Exceptions. Notwithstanding the foregoing, the
Company shall not be obligated to take any action pursuant to this Section 2:
(i) in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii)
during the period starting with the date sixty (60) days prior to the Company's
estimated date of filing of, and ending on the date six (6) months immediately
following the effective date of, a registration statement (other than with
respect to a registration statement relating to a Rule 145 transaction, an
offering solely to employees or any other registration which is not appropriate
for the registration of Registrable Securities), provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; (iii) in any calendar year after the
Company has effected two (2) such registrations pursuant to this Section 2 in
such calendar year and each such registration has been declared or ordered
effective and has remained effective for the period specified in Section 4 of
this Agreement; and (iv) if the Company shall furnish to such Holder a
certificate signed by the President of the Company stating that, in the good
faith judgment of the Board of Directors, it would be seriously detrimental to
the Company or its stockholders for registration statements to be filed in the
near future, then the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed one hundred
twenty (120) days from the receipt of the request to file such registration by
such Holder or Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.

         3.       Expenses of Registration.

                  3.1      Registration Expenses. "Registration Expenses" shall
mean all expenses incurred by the Company in complying with Sections 1 and 2
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).

                  3.2      Company's Obligation to Pay. All Registration
Expenses incurred in connection with any registration pursuant to Section 1 and
up to one registration in any calendar year after the date hereof under Section
2, and, at the Holder's option (i) the reasonable cost of one special legal
counsel to all holders of securities of the Company exercising registration
rights in any such registration or (ii) the reasonable cost of one special legal
counsel to the Holder in any such registration, shall be borne by the Company;
provided, however, that the attorney fees related to such special legal counsel
referred to in clause (ii) borne by the Company shall in no event exceed $5,000
in any calendar year. All Registration Expenses incurred in connection with any
registration pursuant to Section 2 of this Agreement above and beyond one
registration in any calendar year after the date hereof, and the cost of any
counsel for the Holder in any such

4 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

registration, shall be borne by the Holder. If a registration proceeding is
begun upon the request of the Holder pursuant to Section 1.3 (if the first
request under Section 2 in any calendar year), but such request is subsequently
withdrawn, then the Holder may either: (i) bear all Registration Expenses of
such proceeding, in which case the Company shall be deemed not to have effected
a registration pursuant to Section 2 of this Agreement, or (ii) require the
Company to bear all Registration Expenses of such proceeding, in which case the
Company shall be deemed to have effected a registration pursuant to Section 2 of
this Agreement. The preceding sentence shall not apply if, at the time of such
withdrawal, the Holder has learned of a material adverse change in the
condition, business or prospects of the Company from that known to the holder at
the time of their request.

                  3.3      Selling Expenses. All Selling Expenses relating to
securities registered on behalf of the Holder shall be borne by the Holder. For
purposes of this Agreement, "Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes applicable to the
securities registered by the Holders and all fees and disbursements of counsel
for the Holders (as limited by this Section 3).

         4.       Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will:

                  4.1      Registration Statement. Prepare and file with the
Commission a registration statement with respect to such securities and use its
best efforts to cause such registration statement to become and remain effective
until the disposition described in the registration statement has been
completed, but in no event longer than one hundred twenty (120) days.

                  4.2      Amendments. Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.

                  4.3      Copies of Documents. Furnish to the Holders
participating in such registration and to the underwriters, if any, of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
they may reasonably request in order to facilitate the public offering of such
securities.

                  4.4      Blue Sky Registration. Use its best efforts to
register and qualify the securities covered by such registration statement under
such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act.

                  4.5      Underwriting Agreement. In the event of any
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and


5 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

customary form, with the managing underwriter of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

                  4.6      Notice. Notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

                  4.7      Securities Exchange Listing. Cause all such
Registrable Securities registered pursuant hereunder to be listed on each
securities exchange or other trading market on which similar securities issued
by the Company are then listed.

                  4.8      Transfer Agent and Registrar. Provide a transfer
agent and registrar for all Registrable Securities registered pursuant hereunder
and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration.

                  4.9      Legal Opinion and Comfort Letter. Use its best
efforts to furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 4, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 4, if such securities are being
sold through underwriters, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters
and to the Holders requesting registration of Registrable Securities.

         5.       Indemnification.

                  5.1      Indemnification of Holder. The Company will indemnify
and hold harmless each Holder, each of its officers and directors and partners,
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Agreement, and each underwriter, if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all actual out-of-pocket expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including any of the
foregoing incurred in any litigation or in settlement of any litigation,
commenced or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus, preliminary prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or any violation or any alleged violation by the
Company of the Securities Act or the Exchange Act or any state securities law,
or of any rule or regulation promulgated under any

6 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

of the foregoing applicable to the Company in connection with any such
registration, qualification or compliance, and the Company will reimburse each
such Holder, each of its officers and directors, and each person controlling
such Holder, each such underwriter and each person who controls any such
underwriter, for any legal and any other actual out-of-pocket expenses
reasonably incurred in connection with investigating, preparing or defending any
such claim, loss, damage, liability or action, as such expenses are incurred;
provided, however, that the indemnity agreement contained in this Section 5.1
shall not apply to amounts paid in settlement of any such matter if the
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld; and provided further that the Company will not be
liable in any such case to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission or alleged untrue statement or omission, made in reliance upon and in
conformity with written information furnished to the Company by such Holder,
controlling person or underwriter specifically for use therein.

                  5.2      Indemnification of the Company. Each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
indemnify and hold harmless the Company, each of its directors and officers,
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act, and each other such
Holder, each of its officers and directors and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, against all
actual out-of-pocket expenses, claims, losses, damages and liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein, in
light of the circumstances in which they were made, or necessary to make the
statements therein not misleading, and will reimburse the Company, such Holders,
such directors, officers, persons, underwriters or control persons for any legal
and any other actual out-of-pocket expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, as such expenses are incurred, in each case to the extent, but only to
the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by such Holder specifically for use
therein; provided, however, that the indemnity agreement contained in this
Section 5.2 shall not apply to amounts paid in settlement of any matter if the
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; and provided, further, that the maximum liability
of each selling Holder under this Section 5.2 shall be equal to the net proceeds
to such selling Holder as a result of such registration and offering.

                  5.3      Indemnification Notice. Each party entitled to
indemnification under this Section 5 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that

7 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

counsel for the Indemnifying Party, who shall conduct the defense of such claim
or litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense; provided, however, that an Indemnified Party
(together with all other Indemnified Parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses of such counsel to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. The failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations under this Section 5 unless the failure to give such notice
is materially prejudicial to an Indemnifying Party's ability to defend such
action. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party (not to be unreasonably
withheld), consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.

                  5.4      Contribution. If the indemnification provided for in
this Section 5 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid of payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other relevant
equitable considerations; provided, however, that, in no event shall any
contribution by a Holder under this Section 5.4 exceed the net proceeds from the
offering received by such Holder, except in the case of willful fraud by such
Holder. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.

                  5.5      Underwriting Agreement. Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.

                  5.6      Survival. The obligations of the Company and Holders
under this Section 5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 5, and otherwise.

         6.       Information by Holder. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such

8 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

Holder or Holders as the Company may request in writing and as shall be required
in connection with any registration, qualification or compliance referred to in
this Agreement.

         7.       Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Stock to the public without registration, the
Company agrees to use its best efforts to: (a) make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date that the Company becomes
subject to the reporting requirements of the Exchange Act; (b) file with the
Commission in a timely manner all reports and other documents required of the
Company under the Exchange Act (at any time after it has become subject to such
reporting requirements); and (c) so long as the Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of Rule 144,
a copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without registration.

         8.       Transfer of Registration Rights. The rights to cause the
Company to register securities granted to the Holder under Sections 1 and 2 may
be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by the Holder (together with any
affiliate); provided, however, that (a) such transfer shall be effected in
accordance with applicable securities laws, (b) notice of such assignment is
given to the Company, (c) such transferee or assignee (i) is a wholly-owned
subsidiary or limited liability company or constituent partner (including
limited partners, retired partners, members of a limited liability company,
trustee of a trust established for the benefit of the Holder's family, spouses
and ancestors, lineal descendants and siblings of such partners or spouses who
acquire Registrable Securities by gift, will or intestate succession) of the
Holder, or (ii) acquires from the Holder at least 10% of the Holder's Shares and
(d) agrees to be bound by the terms and conditions of this Agreement.

         9.       Termination of Rights. The rights of any particular Holder to
cause the Company to register securities under Sections 1 and 2 shall terminate
with respect to such Holder on the earlier of the fifth anniversary of the date
of this Agreement, or at such time as Rule 144 or another similar exemption
under the Securities Act of 1933 is available for the sale of all such Holders
securities during a three (3)-month period without registration.

         10.      Lock-up Agreement.

                  10.1     Lock-up. The Holders each agree that for a period of
twelve (12) months from the date of this Agreement, they will not sell,
hypothecate, assign, grant any option for the sale of, whether or not for
consideration, directly or indirectly, the Registrable Securities.
Notwithstanding the foregoing, a Holder may pledge its shares of the Series 2
Preferred Stock if the pledgee agrees to be bound by the terms and conditions of
this Section 10. Provided, however, that once the Series 2 Preferred Stock has
been converted, the right to pledge the Stock during this twelve (12)-month
period shall cease and any Series 2 Preferred Stock that is pledged may not be
converted to Common Stock until it is released from any such pledge.

9 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

                  10.2     Authorized Transfer. The Registrable Securities may
be transferred by will, the laws of descent and distribution, the operation of
law, or by order of any court of competent jurisdiction and proper venue.

                  10.3     Legend. A notice shall be placed on the face of each
stock certificate of the Registrable Securities stating that the Registrable
Securities are restricted in accordance with the conditions set forth on the
reverse side of the certificate and a typed legend shall provide as follows:
"The shares represented by this certificate are subject to certain sale and
transfer restrictions until October 3, 2004, by an agreement between the
security holder and issuer, which is on file with the issuer and the stock
transfer agent from which a copy is available upon request and without charge."

         11.      Miscellaneous.

                  11.1     Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and the holders of a majority of the
Registrable Securities.

                  11.2     Entire Agreement. This Agreement is the entire
agreement is the entire agreement and understanding of the parties hereto as to
the subject matter contained herein. There are no restrictions, promises,
warranties, covenants, or undertakings other than those expressly set forth or
referred to in this Agreement. This Agreement supersedes all prior agreements
and undertakings, whether written or oral, among the parties with respect to the
subject matter hereof.

                  11.3     Successors and Assigns. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of such Registrable
Securities. 11.4 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.

                  11.5     Counterparts. This Agreement may be executed
simultaneously in two or more counterparts (including by means of telecopied
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

                  11.6     Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Oregon without
reference to the choice of law doctrine. Venue shall be in Multnomah County.







10 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

                  11.7     Notices. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, one (1) business day after sent to the recipient by
reputable overnight courier service (charges prepaid) or two (2) business days
after mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to each Holder and to the Company at the addresses indicated
below:

         If to R. Patrick Hanlin:
         -----------------------

                  R. Patrick Hanlin
                  7303 SE Lake Road
                  Portland, OR   97267

         If to Kurt A. Underwood:
         -----------------------

                  Kurt A. Underwood
                  Suite 400
                  1631 NW Thurman Street
                  Portland, OR 97209

         If to JMW Capital Partners, Inc.:
         --------------------------------

                  JMW Capital Partners, Inc
                  Attn:  Robert J. Jesenik
                  Suite 400
                  1631 NW Thurman Street
                  Portland OR 97209

         If to Christenson Group, LLC:
         ----------------------------

                  Christenson Group LLC
                  Attn:  Robert Jesenik
                  Suite 400
                  1631 NW Thurman Street
                  Portland OR 97209

         If to Christenson Electric, Inc.:
         --------------------------------

                  Christenson Group LLC
                  Attn:  Robert Jesenik
                  Suite 400
                  1631 NW Thurman Street
                  Portland OR 97209







11 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

         If to Stanley W. Smith:
         ----------------------

                  Stanley W. Smith
                  5551 River Street
                  West Linn, OR   97968

         If to Thurman Holdings I, Limited Partnership:
         ---------------------------------------------

                  Thurman Holdings I, Limited Partnership
                  Attn:  Thane Cleland
                  1631 NW Thurman Street, 4th Floor
                  Portland OR 97209

         If to Brian Grant:

                  Brian Grant
                  145 Solano Prado
                  Coral Gables, FL   33156

         If to R. L. Maulsby and Cindy M. Maulsby:
         ----------------------------------------

                  R. L. Maulsby and Cindy M. Maulsby 817 Hoodview Lane Lake
                  Oswego, OR 97034

         If to Carrie A. Prunty:
         ----------------------

                  Carrie A. Prunty
                  8575 SW Sorrento Road
                  Beaverton, OR   97008

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party given
in accordance with this section.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

MICROFIELD GROUP, INC.                   JMW CAPITAL PARTNERS, INC., an
                                         Oregon corporation



By: /s/ KURT A. UNDERWOOD                By: /s/ ROBERT J. JESENIK
   ----------------------------------       ------------------------------------
   Kurt A. Underwood, President             Robert J. Jesenik, CEO









12 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1



CHRISTENSON GROUP, LLC                   THURMAN HOLDINGS I, LIMITED
an Oregon limited liability company      PARTNERSHIP

By: JMW CAPITAL PARTNERS, INC.           By: THURMAN ADVISORS, LLC,
    Its Manager                              General Partner



By: /s/ ROBERT J. JESENIK                By: /s/ THANE CLELAND
   ---------------------------              ------------------------------------
   Robert J. Jesenik, CEO                   Thane Cleland, Managing
                                            Director



/s/ CARRIE A. PRUNTY                     /s/ BRIAN GRANT
- -------------------------------------    ---------------------------------------
Carrie A. Prunty                         Brian Grant



/s/ STANLEY W. SMITH                     /s/ R. PATRICK HANLIN
- -------------------------------------    ---------------------------------------
Stanley W. Smith                         R. Patrick Hanlin



/s/ KURT A. UNDERWOOD                    R. L. Maulsby and Cindy M. Maulsby,
- -------------------------------------    Trustees, or their successors in trust,
Kurt A. Underwood                        under the Maulsby Living Trust dated
                                         June 21, 1995, and any amendments
                                         thereto




                                         /s/ R.L. MAULSBY
                                         ---------------------------------------
                                         R. L. Maulsby, Trustee



                                         /s/ CINDY M. MAULSBY
                                         ---------------------------------------
                                         Cindy M. Maulsby, Trustee

CHRISTENSON ELECTRIC, INC.
an Oregon corporation



By: /s/ ROBERT J. JESENIK
   ----------------------------------
       Robert J. Jesenik, CEO


13 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1395262.1

EX-99.20

                             MICROFIELD GROUP, INC.
                              an Oregon corporation



                             SUBSCRIPTION AGREEMENT



Steven M. Wright, President & CEO
Microfield Group, Inc.
1631 NW Thurman, Suite 310
Portland, OR  97209

Dear Sir:

         You have provided me with certain information regarding Microfield
Group, Inc., an Oregon corporation (the "Company"), including information
relating to the financial status, management, and products of the Company. This
information includes without limitation the Velagio Solutions, Inc. Consolidated
and Projected Income Statements and Balance Sheet for September to December,
2003 and Quarterly Statements for 2004, Company's 2002 10-KSB and its first and
second quarter 10-QSB, recent Company press releases, Company product
literature, and the 2003 investor presentation materials. You have also provided
me with the opportunity to ask questions and to request information regarding
the Company.

         In light of that information, I agree with the Company as follows:

         1.       PURCHASE. Subject to the terms and conditions of this
Subscription Agreement and for valuable consideration, I irrevocably tender this
Subscription Agreement for purchase of 225,535 shares of the Company's Series 2
Preferred Shares (the "Shares"), for the total purchase price of $94,725.

         2.       CONDITION TO PURCHASE. The Purchase described in Section 1 is
contingent upon the Company completing the merger of wholly owned subsidiaries
of the Company with Velagio, Inc., and Christenson Technology Services, Inc. The
Purchase Price will be due within 10 days' notice from the Company to me of the
closing of the merger transactions.

         3.       REPRESENTATION BY SUBSCRIBER. I represent and warrant:

                  a.       I understand that the Shares have not been registered
under the Securities Act of 1933 and that I have no right to require
registration;

                  b.       I have adequate means of providing for my current
needs and possible personal contingencies without having to resort to the funds
contemplated to be used for the purchase of Shares;

                  c.       I have made an independent investment decision
relating to the Shares based upon the information you provided to me;






1 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1395743.1

                  d.       I am an accredited investor

                           and  as an individual (check one):

                           ___      have a net worth in excess of $1,000,000;

                           ___      have individual income in excess of $200,000
in each of the two most recent years and have reasonable expectation of reaching
the same income level in the current year;

                           ___      have joint (with spouse) income in excess of
$300,000 in each of the two most recent years and have reasonable expectation of
reaching the same income level in the current year; or

                           ___      am a director, officer, or general partner
of the issuer of the securities being offered or sold or a director, executive
officer, or general partner of a general partner of the issuer.

                  e.       I have a net worth sufficient to bear the risk of
losing my entire investment and I have sufficient knowledge and experience in
financial matters so as to be able to evaluate the relative risks and merits of
an investment in the Company when it is offered;

                  f.       The Shares which are the subject of this Agreement
will be acquired solely for my account as an investment and will not be
purchased with a view toward distribution, resale, subdivision or
fractionalization;

                  g.       I realize that the Shares cannot be readily sold,
that there will be no public market, that I may not be able to sell or to
dispose of my interest in the Company and that I therefore must not purchase
Shares unless I have liquid assets sufficient to assure that the purchase will
cause me no undue financial difficulties;

                  h.       I understand that my right to transfer the Shares
will be restricted unless the transfer will not be in violation of the
Securities Act of 1933 or applicable state securities laws (including investor
suitability standards) and that the Company will not consent to transfer of
Shares unless the transferee represents that the transferee meets certain
financial suitability standards;

                  i.       I have carefully reviewed the information relating to
the financial status, management, and products of the Company. The Company has
made available to me and, if I so requested, to my attorney and accountant, all
documents that were reviewed or requested prior to an offer of shares of the
Company, and has provided answers to all questions asked of the Company
concerning the offering and an investment in the Company. In evaluating the
suitability of an investment in the Company, I have not relied upon any
representations or other information (whether oral or written) except documents
or answers furnished by the Company;

                  j.       The information which I provided to the Company is
true and correct as of the date of this Subscription Agreement, and I have
sufficient knowledge and experience in financial matters that I am capable of
evaluating the merits and risks of an investment in the



2 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1395743.1

Company, and I am able to bear the economic risk of the complete loss of my
investment in the Company;

                  k.       I acknowledge that the information provided to me
regarding the Company is confidential and non-public. I agree that all of the
information will be kept in confidence by me and will be neither used to my
personal benefit (other than in connection with my subscription for Shares) nor
disclosed to any third party, but this obligation does not apply to any such
information which (i) is part of public knowledge or is readily accessible as
literature at the date of this Subscription Agreement, (ii) becomes part of
public knowledge or literature and, thus, becomes readily accessible by
publication (except as a result of a breach of this provision), or (iii) is
received from third parties (except third parties who disclose it in violation
of any confidentiality agreement they may have with the Company;

                  l.       I understand that the books and records of the
Company will be available upon reasonable notice for inspection by investors
during reasonable business hours at its principal place of business;

                  m.       I agree and acknowledge that no representations or
warranties have been made to me by the Company in connection with my acquisition
of Shares;

                  n.       I recognize that investment in the Company involves
certain risks, and I acknowledge that I have taken full cognizance of the
special risks relating to a development stage company and the Shares being
offered;

                  o.       I understand that the stock certificates for the
Shares will include the following legend:

                           "The securities evidenced by this certificate have
                           not been registered under the Securities Act of 1933
                           (the "Act") or any applicable state law, and no
                           interest therein may be sold, distributed, assigned,
                           pledged or otherwise transferred unless (a) there is
                           an effective registration statement under such Act
                           and applicable state securities laws covering any
                           such transaction involving these securities or (b)
                           the Company receives an opinion of legal counsel for
                           the holder of these securities (concurred in by legal
                           counsel for the Company) to the effect that such
                           transaction is exempt from registration or the
                           Company otherwise satisfies itself that such
                           transaction is exempt from registration."

                  and

                  p.       I have discussed with my professional legal, tax, and
financial advisers the suitability of an investment in the Company. All
information that I have provided to the Company concerning my financial position
and me is correct and complete as of the date set of this Subscription
Agreement.





3 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1395743.1

         IN WITNESS WHEREOF, I have executed this Subscription Agreement this
3rd day of October, 2003.



                             /s/ Robert Jesenik, CEO of JMW Capital Partners
                             --------------------------------------------------
                             Subscriber's Signature

                             JMW Group, LLC
                             --------------------------------------------------
                             Print or Type Subscriber's Name

                             1631 NW Thurman Street, Suite 400
                             --------------------------------------------------
                             Street Address

                             Portland, OR 97209
                             --------------------------------------------------
                             City     State     Zip

                             02-0675908
                             --------------------------------------------------
                             Subscriber's Social Security or
                             Taxpayer Identification Number

                             (503) 419-3500
                             --------------------------------------------------
                             Telephone Number





























4 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1395743.1

EX-99.21

                             MICROFIELD GROUP, INC.
                              an Oregon corporation

                             SUBSCRIPTION AGREEMENT

Steven M. Wright, President & CEO
Microfield Group, Inc.
1631 NW Thurman, Suite 310
Portland, OR   97209

Dear Sir:

         You have provided me with certain information regarding Microfield
Group, Inc., an Oregon corporation (the "Company"), including information
relating to the financial status, management, and products of the Company. This
information includes without limitation the Velagio Solutions, Inc. Consolidated
and Projected Income Statements and Balance Sheet for September to December,
2003 and Quarterly Statements for 2004, Company's 2002 10-KSB and its first and
second quarter 10-QSB, recent Company press releases, Company product
literature, and the 2003 investor presentation materials. You have also provided
me with the opportunity to ask questions and to request information regarding
the Company.

         In light of that information, I agree with the Company as follows:

         1.       PURCHASE. Subject to the terms and conditions of this
Subscription Agreement and for valuable consideration, I irrevocably tender this
Subscription Agreement for purchase of 375,893 shares of the Company's Series 2
Preferred Shares (the "Shares"), for the total purchase price of $157,875.

         2.       CONDITION TO PURCHASE. The Purchase described in Section 1 is
contingent upon the Company completing the merger of wholly owned subsidiaries
of the Company with Velagio, Inc., and Christenson Technology Services, Inc. The
Purchase Price will be due within 10 days' notice from the Company to me of the
closing of the merger transactions.

         3.       REPRESENTATION BY SUBSCRIBER. I represent and warrant:

                  a.       I understand that the Shares have not been registered
under the Securities Act of 1933 and that I have no right to require
registration;

                  b.       I have adequate means of providing for my current
needs and possible personal contingencies without having to resort to the funds
contemplated to be used for the purchase of Shares;

                  c.       I have made an independent investment decision
relating to the Shares based upon the information you provided to me;

                  d.       I am an accredited investor

                           and as an individual (check one):






1 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1397934.1

                           ___      have a net worth in excess of $1,000,000;

                           ___      have individual income in excess of $200,000
                                    in each of the two most recent years and
                                    have reasonable expectation of reaching the
                                    same income level in the current year;

                           ___      have joint (with spouse) income in excess of
                                    $300,000 in each of the two most recent
                                    years and have reasonable expectation of
                                    reaching the same income level in the
                                    current year; or

                           ___      am a director, officer, or general partner
                                    of the issuer of the securities being
                                    offered or sold or a director, executive
                                    officer, or general partner of a general
                                    partner of the issuer.

                  e.       I have a net worth sufficient to bear the risk of
losing my entire investment and I have sufficient knowledge and experience in
financial matters so as to be able to evaluate the relative risks and merits of
an investment in the Company when it is offered;

                  f.       The Shares which are the subject of this Agreement
will be acquired solely for my account as an investment and will not be
purchased with a view toward distribution, resale, subdivision or
fractionalization;

                  g.       I realize that the Shares cannot be readily sold,
that there will be no public market, that I may not be able to sell or to
dispose of my interest in the Company and that I therefore must not purchase
Shares unless I have liquid assets sufficient to assure that the purchase will
cause me no undue financial difficulties;

                  h.       I understand that my right to transfer the Shares
will be restricted unless the transfer will not be in violation of the
Securities Act of 1933 or applicable state securities laws (including investor
suitability standards) and that the Company will not consent to transfer of
Shares unless the transferee represents that the transferee meets certain
financial suitability standards;

                  i.       I have carefully reviewed the information relating to
the financial status, management, and products of the Company. The Company has
made available to me and, if I so requested, to my attorney and accountant, all
documents that were reviewed or requested prior to an offer of shares of the
Company, and has provided answers to all questions asked of the Company
concerning the offering and an investment in the Company. In evaluating the
suitability of an investment in the Company, I have not relied upon any
representations or other information (whether oral or written) except documents
or answers furnished by the Company;

                  j.       The information which I provided to the Company is
true and correct as of the date of this Subscription Agreement, and I have
sufficient knowledge and experience in financial matters that I am capable of
evaluating the merits and risks of an investment in the Company, and I am able
to bear the economic risk of the complete loss of my investment in the Company;

2 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1397934.1

                  k.       I acknowledge that the information provided to me
regarding the Company is confidential and non-public. I agree that all of the
information will be kept in confidence by me and will be neither used to my
personal benefit (other than in connection with my subscription for Shares) nor
disclosed to any third party, but this obligation does not apply to any such
information which (i) is part of public knowledge or is readily accessible as
literature at the date of this Subscription Agreement, (ii) becomes part of
public knowledge or literature and, thus, becomes readily accessible by
publication (except as a result of a breach of this provision), or (iii) is
received from third parties (except third parties who disclose it in violation
of any confidentiality agreement they may have with the Company;

                  l.       I understand that the books and records of the
Company will be available upon reasonable notice for inspection by investors
during reasonable business hours at its principal place of business;

                  m.       I agree and acknowledge that no representations or
warranties have been made to me by the Company in connection with my acquisition
of Shares;

                  n.       I recognize that investment in the Company involves
certain risks, and I acknowledge that I have taken full cognizance of the
special risks relating to a development stage company and the Shares being
offered;

                  o.       I understand that the stock certificates for the
Shares will include the following legend:

                           "The securities evidenced by this certificate have
                           not been registered under the Securities Act of 1933
                           (the "Act") or any applicable state law, and no
                           interest therein may be sold, distributed, assigned,
                           pledged or otherwise transferred unless (a) there is
                           an effective registration statement under such Act
                           and applicable state securities laws covering any
                           such transaction involving these securities or (b)
                           the Company receives an opinion of legal counsel for
                           the holder of these securities (concurred in by legal
                           counsel for the Company) to the effect that such
                           transaction is exempt from registration or the
                           Company otherwise satisfies itself that such
                           transaction is exempt from registration."

                           and

                  p.       I have discussed with my professional legal, tax, and
financial advisers the suitability of an investment in the Company. All
information that I have provided to the Company concerning my financial position
and me is correct and complete as of the date set of this Subscription
Agreement.








3 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1397934.1

         IN WITNESS WHEREOF, I have executed this Subscription Agreement this
3rd day of October, 2003.



                                /s/ Robert Jesenik, CEO of JMW Capital Partners
                                ------------------------------------------------
                                Subscriber's Signature

                                JMW Group, LLC
                                ------------------------------------------------
                                Print or Type Subscriber's Name

                                1631 NW Thurman Street, Suite 400
                                ------------------------------------------------
                                Street Address

                                Portland, OR 97209
                                ------------------------------------------------
                                City        State        Zip

                                02-0675908
                                ------------------------------------------------
                                Subscriber's Social Security or
                                Taxpayer Identification Number

                                (503) 419-3500
                                ------------------------------------------------
                                Telephone Number





























4 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1397934.1

EX-99.22

                  REGISTRATION RIGHTS SERIES 2 PREFERRED STOCK

         This Registration Rights Agreement is entered into and effective as of
the 3rd day of October, 2003, between MICROFIELD GROUP, INC., an Oregon
corporation (the "Company"), and JMW GROUP, LLC, an Oregon limited liability
company, ELGIE J. McGRATH, KEVIN D. ROBERTSON, and BRIAN N. CHRISTOPHER
(individually, "Holder," collectively, the "Holders").

                                    RECITALS:

         A.       The Holders collectively own the following shares of Series 2
                  Preferred Stock of the Company (the "Series 2 Preferred
                  Stock"):

                                                           Shares of Series 2
                  Holder                                   Preferred Stock
                  ------                                   ------------------
                  Elgie J. McGrath                             119,048
                  JMW Group, LLC                               601,429
                  Kevin D. Robertson                           104,762
                  Brian N. Christopher                         246,190

         For purposes of this Agreement, Stock shall also include the shares of
the Company's stock now owned or hereafter acquired by reason of purchase,
exercise of warrants, conversion, division or otherwise, by the Holders.

         B.       The Company and Holders desire to provide for registration
rights and lock-up provisions set forth herein.

         C.       The Series II Preferred Stock is convertible into common stock
of the Corporation.

                                   AGREEMENT:

         NOW, THEREFORE, the parties agree as follows:

         1.       Company Registration. Notwithstanding anything in this
Agreement to the contrary, the registration rights provisions of this Agreement
do not become effective until such time as a Holder converts the Series 2
Preferred Stock to common stock ("Stock") (the converted shares of common stock
shall be hereinafter referred to as "Stock").

                  1.1      Registrable Securities. For purposes of this
Agreement, "Registrable Securities" means the Stock or other securities issued
or issuable with respect to the Stock upon any stock split, stock dividend,
recapitalization or similar event; provided, however, that shares of Stock or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold or otherwise transferred to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, or (B) sold or otherwise transferred in a transaction exempt from
the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and restrictive
legends with respect





1 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

thereto are removed upon the consummation of such sale. Registrable Securities
sold or otherwise transferred without strict compliance with the terms of this
Agreement or otherwise in breach of this Agreement shall not have any benefits
under this Agreement unless and until such terms have been strictly complied
with or such breach has been cured.

                  1.2      Piggyback Registration Rights. If at any time or from
time to time after expiration of the period set forth in Section 10.1 and prior
to the fifth anniversary of this Agreement, the Company shall decide to register
any of its securities, either for its own account or the account of a security
holder or holders, other than (x) a registration relating solely to employee
benefit plans, or (y) a registration relating solely to a Commission Rule 145
transaction, the Company will:

                           (a)      promptly give to the Holder written notice
thereof, and

                           (b)      include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests made within fifteen (15) days after receipt of such
written notice from the Company by the Holder.

If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms
and conditions set forth herein.

                  1.3      Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holder as a part of the written
notice given pursuant to Section 1.2(a). In such event, the right of the Holder
to registration pursuant to Section 1.2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting, to the extent requested, to the extent provided herein. The
Holder shall (together with the Company and the other holders distributing their
securities through such underwriting (the "Other Participating Holders")) enter
into an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 1, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the number of Registrable
Securities to be included in the registration and underwriting, on a pro rata
basis based on the total number of securities (including, without limitation,
Registrable Securities) requested to be registered pursuant to registration
rights granted to the Holder and the Other Participating Holders by the Company.
To facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to the
Holder or the Other Participating Holders to the nearest one hundred (100)
shares. If the Holder or any Other Participating Holder disapproves of the terms
of any such underwriting, it, he or she may elect to withdraw therefrom by
written notice to the Company and the managing underwriter. Any securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration, and shall not be transferred in a public distribution


2 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

prior to one hundred and eighty (180) days after the effective date of the
registration statement relating thereto.

                  1.4      Right to Terminate Registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 1 prior to the effectiveness of such registration, whether or not
any Holder has elected to include securities in such registration.

         2.       Registration.

                  2.1      Right to Demand Registration. Following the second
anniversary of the date of this Agreement and prior to the fifth anniversary of
the date of this Agreement and subject to the restrictions contained in Section
2.2, if any Holder of Registrable Securities requests that the Company file a
registration statement for a public offering of Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would exceed $500,000, and the Company
is a registrant entitled to use Form S-3 to register the Registrable Securities
for such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form.

                  2.2      Limitation of Registration. A Holder shall only have
the rights set forth in Section 2.1 if the Holder previously elected to register
all of such Holder's Registrable Securities as provided in Section 1.2(b), less
than 50% of Holder's Registrable Securities were registered as required by the
managing underwriter, and the Holder has not elected to exercise Holder's
registration rights under this Section 2 more than once previously.

                  2.3      Notice. The Company will (i) promptly give written
notice of the proposed registration to all other Holders and (ii) as soon as
practicable use its best efforts to effect such registration (including, without
limitation, the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be
so requested and as would permit or facilitate the sale and distribution of all
or such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within fifteen (15) days after receipt of such written notice
from the Company. The substantive provisions of Section 1 shall be applicable to
each registration initiated under this Section 2.

                  2.4      Exceptions. Notwithstanding the foregoing, the
Company shall not be obligated to take any action pursuant to this Section 2:
(i) in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii)
during the period starting with the date sixty (60) days prior to the Company's
estimated date of filing of, and ending on the date six (6) months immediately
following the effective date of, a registration statement (other than with
respect to a registration statement relating to a Rule 145 transaction, an
offering solely to employees or any other registration which is not appropriate
for the



3 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

registration of Registrable Securities), provided that the Company is actively
employing in good faith all reasonable efforts to cause such registration
statement to become effective; (iii) in any calendar year after the Company has
effected two (2) such registrations pursuant to this Section 2 in such calendar
year and each such registration has been declared or ordered effective and has
remained effective for the period specified in Section 4 of this Agreement; and
(iv) if the Company shall furnish to such Holder a certificate signed by the
President of the Company stating that, in the good faith judgment of the Board
of Directors, it would be seriously detrimental to the Company or its
stockholders for registration statements to be filed in the near future, then
the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a period not to exceed one hundred twenty (120)
days from the receipt of the request to file such registration by such Holder or
Holders; provided, however, that the Company may not utilize this right more
than once in any twelve (12) month period.

         3.       Expenses of Registration.

                  3.1      Registration Expenses. "Registration Expenses" shall
mean all expenses incurred by the Company in complying with Sections 1 and 2
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).

                  3.2      Company's Obligation to Pay. All Registration
Expenses incurred in connection with any registration pursuant to Section 1 and
up to one registration in any calendar year after the date hereof under Section
2, and, at the Holder's option (i) the reasonable cost of one special legal
counsel to all holders of securities of the Company exercising registration
rights in any such registration or (ii) the reasonable cost of one special legal
counsel to the Holder in any such registration, shall be borne by the Company;
provided, however, that the attorney fees related to such special legal counsel
referred to in clause (ii) borne by the Company shall in no event exceed $5,000
in any calendar year. All Registration Expenses incurred in connection with any
registration pursuant to Section 2 of this Agreement above and beyond one
registration in any calendar year after the date hereof, and the cost of any
counsel for the Holder in any such registration, shall be borne by the Holder.
If a registration proceeding is begun upon the request of the Holder pursuant to
Section 1.3 (if the first request under Section 2 in any calendar year), but
such request is subsequently withdrawn, then the Holder may either: (i) bear all
Registration Expenses of such proceeding, in which case the Company shall be
deemed not to have effected a registration pursuant to Section 2 of this
Agreement, or (ii) require the Company to bear all Registration Expenses of such
proceeding, in which case the Company shall be deemed to have effected a
registration pursuant to Section 2 of this Agreement. The preceding sentence
shall not apply if, at the time of such withdrawal, the Holder has learned of a
material adverse change in the condition, business or prospects of the Company
from that known to the holder at the time of their request.

                  3.3      Selling Expenses. All Selling Expenses relating to
securities registered on behalf of the Holder shall be borne by the Holder. For
purposes of this Agreement, "Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes


4 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

applicable to the securities registered by the Holders and all fees and
disbursements of counsel for the Holders (as limited by this Section 3).

         4.       Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will:

                  4.1      Registration Statement. Prepare and file with the
Commission a registration statement with respect to such securities and use its
best efforts to cause such registration statement to become and remain effective
until the disposition described in the registration statement has been
completed, but in no event longer than one hundred twenty (120) days.

                  4.2      Amendments. Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.

                  4.3      Copies of Documents. Furnish to the Holders
participating in such registration and to the underwriters, if any, of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
they may reasonably request in order to facilitate the public offering of such
securities.

                  4.4      Blue Sky Registration. Use its best efforts to
register and qualify the securities covered by such registration statement under
such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act.

                  4.5      Underwriting Agreement. In the event of any
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement.

                  4.6      Notice. Notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

                  4.7      Securities Exchange Listing. Cause all such
Registrable Securities registered pursuant hereunder to be listed on each
securities exchange or other trading market on which similar securities issued
by the Company are then listed.




5 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

                  4.8      Transfer Agent and Registrar. Provide a transfer
agent and registrar for all Registrable Securities registered pursuant hereunder
and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration.

                  4.9      Legal Opinion and Comfort Letter. Use its best
efforts to furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 4, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 4, if such securities are being
sold through underwriters, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters
and to the Holders requesting registration of Registrable Securities.

         5.       Indemnification.

                  5.1      Indemnification of Holder. The Company will indemnify
and hold harmless each Holder, each of its officers and directors and partners,
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Agreement, and each underwriter, if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all actual out-of-pocket expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including any of the
foregoing incurred in any litigation or in settlement of any litigation,
commenced or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus, preliminary prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or any violation or any alleged violation by the
Company of the Securities Act or the Exchange Act or any state securities law,
or of any rule or regulation promulgated under any of the foregoing applicable
to the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse each such Holder, each of its
officers and directors, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other actual out-of-pocket expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 5.1 shall not apply to amounts paid in
settlement of any such matter if the settlement is effected without the consent
of the Company, which consent shall not be unreasonably withheld; and provided
further that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by such Holder, controlling person or underwriter specifically for use
therein.

6 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

                  5.2      Indemnification of the Company. Each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
indemnify and hold harmless the Company, each of its directors and officers,
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act, and each other such
Holder, each of its officers and directors and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, against all
actual out-of-pocket expenses, claims, losses, damages and liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein, in
light of the circumstances in which they were made, or necessary to make the
statements therein not misleading, and will reimburse the Company, such Holders,
such directors, officers, persons, underwriters or control persons for any legal
and any other actual out-of-pocket expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, as such expenses are incurred, in each case to the extent, but only to
the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by such Holder specifically for use
therein; provided, however, that the indemnity agreement contained in this
Section 5.2 shall not apply to amounts paid in settlement of any matter if the
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; and provided, further, that the maximum liability
of each selling Holder under this Section 5.2 shall be equal to the net proceeds
to such selling Holder as a result of such registration and offering.

                  5.3      Indemnification Notice. Each party entitled to
indemnification under this Section 5 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party may participate
in such defense at such party's expense; provided, however, that an Indemnified
Party (together with all other Indemnified Parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the reasonable fees and expenses of such counsel to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. The failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations under this Section 5 unless the failure to give such notice
is materially prejudicial to an Indemnifying Party's ability to defend such
action. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party (not to be unreasonably
withheld), consent to entry of any judgment or enter into any settlement which

7 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.

                  5.4      Contribution. If the indemnification provided for in
this Section 5 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid of payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other relevant
equitable considerations; provided, however, that, in no event shall any
contribution by a Holder under this Section 5.4 exceed the net proceeds from the
offering received by such Holder, except in the case of willful fraud by such
Holder. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.

                  5.5      Underwriting Agreement. Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.

                  5.6      Survival. The obligations of the Company and Holders
under this Section 5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 5, and otherwise.

         6.       Information by Holder. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.

         7.       Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Stock to the public without registration, the
Company agrees to use its best efforts to: (a) make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date that the Company becomes
subject to the reporting requirements of the Exchange Act; (b) file with the
Commission in a timely manner all reports and other documents required of the
Company under the Exchange Act (at any time after it has become subject to such
reporting requirements); and (c) so long as the Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of Rule 144,
a copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as


8 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

the Holder may reasonably request in availing itself of any rule or regulation
of the Commission allowing the Holder to sell any such securities without
registration.

         8.       Transfer of Registration Rights. The rights to cause the
Company to register securities granted to the Holder under Sections 1 and 2 may
be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by the Holder (together with any
affiliate); provided, however, that (a) such transfer shall be effected in
accordance with applicable securities laws, (b) notice of such assignment is
given to the Company, (c) such transferee or assignee (i) is a wholly-owned
subsidiary or limited liability company or constituent partner (including
limited partners, retired partners, members of a limited liability company,
trustee of a trust established for the benefit of the Holder's family, spouses
and ancestors, lineal descendants and siblings of such partners or spouses who
acquire Registrable Securities by gift, will or intestate succession) of the
Holder, or (ii) acquires from the Holder at least 10% of the Holder's Shares and
(d) agrees to be bound by the terms and conditions of this Agreement.

         9.       Termination of Rights. The rights of any particular Holder to
cause the Company to register securities under Sections 1 and 2 shall terminate
with respect to such Holder on the earlier of the fifth anniversary of the date
of this Agreement, or at such time as Rule 144 or another similar exemption
under the Securities Act of 1933 is available for the sale of all such Holders
securities during a three (3)-month period without registration.

         10.      Lock-up Agreement.

                  10.1     Lock-up. The Holders each agree that for a period of
twelve (12) months from the date of this Agreement, they will not sell,
hypothecate, assign, grant any option for the sale of, whether or not for
consideration, directly or indirectly, the Registrable Securities.
Notwithstanding the foregoing, a Holder may pledge its shares of the Series 2
Preferred Stock if the pledgee agrees to be bound by the terms and conditions of
this Section 10. Provided, however, that once the Series 2 Preferred Stock has
been converted, the right to pledge the Stock during this twelve (12)-month
period shall cease and any Series 2 Preferred Stock that is pledged may not be
converted to Common Stock until it is released from any such pledge.

                  10.2     Authorized Transfer. The Registrable Securities may
be transferred by will, the laws of descent and distribution, the operation of
law, or by order of any court of competent jurisdiction and proper venue.

                  10.3     Legend. A notice shall be placed on the face of each
stock certificate of the Registrable Securities stating that the Registrable
Securities are restricted in accordance with the conditions set forth on the
reverse side of the certificate and a typed legend shall provide as follows:
"The shares represented by this certificate are subject to certain sale and
transfer restrictions until October 3, 2004, by an agreement between the
security holder and issuer, which is on file with the issuer and the stock
transfer agent from which a copy is available upon request and without charge."







9 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

         11.      Miscellaneous.

                  11.1     Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and the holders of a majority of the
Registrable Securities.

                  11.2     Entire Agreement. This Agreement is the entire
agreement is the entire agreement and understanding of the parties hereto as to
the subject matter contained herein. There are no restrictions, promises,
warranties, covenants, or undertakings other than those expressly set forth or
referred to in this Agreement. This Agreement supersedes all prior agreements
and undertakings, whether written or oral, among the parties with respect to the
subject matter hereof.

                  11.3     Successors and Assigns. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of such Registrable
Securities.

                  11.4     Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

                  11.5     Counterparts. This Agreement may be executed
simultaneously in two or more counterparts (including by means of telecopied
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

                  11.6     Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Oregon without
reference to the choice of law doctrine. Venue shall be in Multnomah County.

                  11.7     Notices. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, one (1) business day after sent to the recipient by
reputable overnight courier service (charges prepaid) or two (2) business days
after mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to each Holder and to the Company at the addresses indicated
below:

                  If to Elgie J. McGrath:
                  ----------------------

                  Elgie J. McGrath
                  15507 La Madreselva
                  Rancho Santa Fe, CA   92067

10 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

                  If to Brian N. Christopher:
                  --------------------------

                  Brian N. Christopher
                  Suite 400
                  1631 NW Thurman Street
                  Portland, OR 97209

                  If to JMW Group, LLC:
                  --------------------

                  JMW Group, LLC
                  Attn:  Robert J. Jesenik
                  Suite 400
                  1631 NW Thurman Street
                  Portland OR 97209

                  If to Kevin D. Robertson:
                  ------------------------

                  Kevin D. Robertson
                  14044 Chelsea Drive
                  Lake Oswego, OR 97035

                  If to Microfield Group, Inc.:
                  ----------------------------

                  Microfield Group, Inc.
                  Attn:  Kurt A. Underwood
                  Suite 400
                  1631 NW Thurman Street
                  Portland, OR 97209

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party given
in accordance with this section.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

MICROFIELD GROUP, INC.                   JMW GROUP, LLC, an Oregon limited
                                         liability company

By: /s/ Kurt A. Underwood                By: JMW CAPITAL PARTNERS, INC.
   -----------------------------
   Kurt A. Underwood, President
                                         By: /s/ Robert J. Jesenik
                                            ------------------------------------
                                            Robert J. Jesenik, CEO

/s/ Elgie J. McGrath                     /s/ Brian N. Christopher
- --------------------------------         ---------------------------------------
Elgie J. McGrath                         Brian N. Christopher

/s/ Kevin D. Robertson
- --------------------------------
Kevin D. Robertson

11 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1397940.1

EX-99.23

                              CONTRACT OF SALE AND
                               SECURITY AGREEMENT

         This Contract of Sale and Security Agreement (the "Agreement") is made
effective January 22, 2004 between Christenson Velagio, Inc., an Oregon
corporation formerly known as Christenson Technology Services, Inc.
("Borrower"), and Destination Capital, LLC, an Oregon limited liability company
("Destination Capital"), agree as follows:

PURPOSE OF AGREEMENT:

         1.       BORROWER desires to obtain short-term financing by selling to
Destination Capital ALL Accounts. Destination Capital agrees to purchase
BORROWER's Accounts from time to time at a discount below face value, utilizing
an advance formula for the purchase of ALL Accounts based upon advances against
Acceptable/Eligible Accounts. It is clearly understood by both parties that ALL
Accounts of BORROWER are to be sold to Destination Capital.

         2.       BORROWER and Destination Capital acknowledge that BORROWER has
previously entered into a similar arrangement with CAPCO Financial Company
("CAPCO") and that this Agreement is subject and subordinate to any rights of
CAPCO in and to BORROWER'S Accounts and BORROWER'S obligations to CAPCO under
such agreement. Destination Capital and CAPCO have also entered into a
subordination agreement. This Agreement shall be appropriately construed and
interpreted by taking into account CAPCO's rights (and BORROWER'S obligations)
under the CAPCO agreement and the subordination agreement and, where the terms
of the CAPCO agreement are inconsistent with the terms of this Agreement, the
terms of the CAPCO agreement shall control. To the extent that any Account has
been sold to CAPCO and is not available for sale to Destination Capital,
advances hereunder by Destination Capital pursuant to the Advance Formula shall
be considered a loan by Destination Capital to BORROWER and may be evidenced by
a promissory note in form and substance satisfactory to Destination Capital.

DEFINITIONS:

         3.       "Account" means any right of payment for goods sold or leased,
and delivered, or services rendered, any specific transaction, or any right of
payment, not otherwise sold to CAPCO pursuant to the CAPCO agreement.

         4.       "Advance Formula" means the maximum amount available to
BORROWER from Destination Capital for the purchase of ALL Accounts will not
exceed fifteen percent (15%) of Acceptable/Eligible Accounts.

         5.       "Acceptable/Eligible Account" means an Account conforming to
the Warranties and terms set forth herein that has not been outstanding for more
than ninety (90) DAYS from the date of invoice, has been underwritten and
approved by CAPCO or Destination Capital, and has not been reduced from the
original amount billed by credit memo, offset, adjustment of any kind, or
partial payment subsequent to invoice date. Eligible Accounts will not include
any Account which is subject to vendor offset.








1 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

         6.       "CAPCO agreement" means the revolving invoice funding
agreement with CAPCO.

         7.       "Customer" means BORROWER's Customer or the Account debtor.

         8.       "BORROWER" means the seller of All Accounts.

         9.       "Collateral" means the intangible or tangible property given
as security to Destination Capital by BORROWER for any obligations and
liabilities of BORROWER to Destination Capital under this Agreement.

         10.      "Warrant" means to guarantee as a material element of this
Agreement.

         11.      "Credit Problem" means a Customer is unable to pay its debts
because of problems or insolvency.

         12.      "Customer Dispute" means any claim by a Customer against
BORROWER of any kind whatsoever, valid or invalid, that reduces the amount
collectible from a Customer by Destination Capital.

BORROWER COVENANTS:

         13.      Subject to the CAPCO agreement, BORROWER agrees to sell to
Destination Capital ALL Accounts Receivable (Accounts), mechanic's lien(s), and
rights to payment under any stop notice(s) or bonded stop notice(s), securing
payment of those Accounts created by BORROWER in the course of its business,
existing as of the date of this Agreement or thereafter created during the term
of this Agreement, subject to approval and verification by Destination Capital.
Destination Capital is not obligated to advance funds for the purchase of All
Accounts from BORROWER. When BORROWER notifies Destination Capital of its
Accounts, BORROWER shall provide at Destination Capital's request the original
assigned Account (Invoice) together with one copy thereof, a copy of the bill of
lading contract, purchase order, purchase order number, and/or any other
requisite supporting documentation corresponding to said Accounts and
appropriate to the business of BORROWER.

         14.      BORROWER shall prepare and give to Destination Capital at its
request proper written assignments of Accounts and mechanic's lien(s) on forms
provided by Destination Capital. The execution of said assignments shall
transfer to Destination Capital all of BORROWER's right, title and ownership to
ALL Accounts. BORROWER or Destination Capital, by this Agreement, will properly
mark Accounts, as assigned and sold to Destination Capital, and Destination
Capital is authorized to notify the Customer of said sale and assignment.

         15.      BORROWER represents and Warrants to Destination Capital that:

                  a.       BORROWER is the sole and absolute owner of any and
all Accounts and mechanic's liens and rights to payment under any stop notices
or bonded stop notices sold and assigned hereunder, and BORROWER has full legal
right to make said sale, assignment and/or transfer;







2 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

                  b.       All Accounts sold to Destination Capital are an
accurate statement of a bona fide sale, delivery and acceptance of merchandise,
or performance of service by BORROWER to/for the Account-debtor. Accounts are
not contingent upon the fulfillment by BORROWER and each Account-debtor's
business is believed to be solvent. The terms for payment of said Accounts are
thirty (30) days or as expressly set forth on the face of said sold and assigned
Accounts, and the payment of said Accounts are not contingent upon the
fulfillment by BORROWER of any further performance of any nature whatsoever.
BORROWER shall accept no returns and shall grant no allowances or credits to any
old and assigned Account of any Account-debtor without the prior written
approval of Destination Capital;

                  c.       There are no known setoffs, Customer Disputes,
adverse claims, defenses and/or liens whatsoever against the payment of
Accounts, and the Accounts and mechanic's liens have not been previously
assigned or encumbered by BORROWER in any manner whatsoever except in favor of
CAPCO. BORROWER will, immediately upon sale of Accounts to Destination Capital,
make proper entries on its books and records disclosing the absolute sale of
Accounts to Destination Capital and BORROWER will post no payment unless it is
reflected in a payment report from Destination Capital or CAPCO;

                  d.       BORROWER will promptly notify Destination Capital in
writing of any proposed change in BORROWER's place of business, name, legal
entity, corporate structure, record-keeping location, and/or as to any
additional place of business, or expiration of any special license(s), or
transfer of assets or technology to a third party, or proposed change in
ownership in excess of twenty-five percent (25%) of outstanding shares;

                  e.       BORROWER does not own, control, manage, participate
in management, or have any involvement and/or association whatsoever with the
business of any Account-debtor related to any Accounts sold and assigned
hereunder;

                  f.       There are no financing statements now on file in any
public office governing any Account, inventory or work in process of BORROWER in
which BORROWER is named in or has signed as the debtor, except the financing
statement or statements filed or to be filed in respect to this Agreement, or
those statements now on file that have been disclosed in writing by BORROWER to
Destination Capital. BORROWER will not execute any financing statements pledging
Accounts receivables, inventory or work in process in favor of any other person
or entity, excepting Destination Capital, for the term of this Agreement;

                  g.       BORROWER's taxes are not delinquent nor has BORROWER
been subject to a tax levy by any governmental entity nor are there now on file
in any public office tax liens affecting BORROWER other than those
delinquencies, levies and/or liens which have been disclosed by BORROWER to
Destination Capital;

                  h.       All records, statements, books, or other documents
shown to Destination Capital by BORROWER at any time, either before or after the
signing of this Agreement, are true and accurate;

                  i.       BORROWER has served or caused to be served any and
all preliminary 10-day notices required by law to perfect or enforce any
mechanic's lien for All Accounts to



3 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

ensure perfection of ownership for Destination Capital and the information
contained on those preliminary 10-day notices is true, correct and properly
recorded, to Seller's knowledge and belief;

                  j.       Waivers and releases for all labor, services,
equipment or material of BORROWER and others will be submitted on Destination
Capital's form concurrent with Accounts.

         16.      BORROWER and Destination Capital agree that Destination
Capital will have FULL RECOURSE against BORROWER and BORROWER shall be liable to
repay to Destination Capital any amount paid by Destination Capital to BORROWER
in consideration for the sale, transfer and assignment of Accounts or in
consideration of any other advance to BORROWER hereunder.

         17.      All Accounts shall be the sole property of Destination
Capital, subject to any rights of CAPCO, but if for any reason a payment owing
on said Accounts shall be paid to BORROWER, BORROWER shall promptly notify
Destination Capital of such payment, shall hold any check, draft or money so
received in trust and for the benefit of Destination Capital, and shall pay over
such check, draft in-kind or money, to Destination Capital promptly and without
delay. All of BORROWER's invoices shall bear the address of CAPCO's or
Destination Capital's lockbox as the "REMIT TO" address, and BORROWER agrees
that ALL remittances for payment on ALL Accounts shall be made to the CAPCO or
Destination Capital lockbox or other repository authorized in writing by CAPCO
or Destination Capital.

         18.      BORROWER will pay all costs of documentation and any other
direct expenses incurred by Destination Capital in connection with this
Agreement.

         19.      BORROWER will furnish Destination Capital periodic statements,
accounts receivable agings, journals, bank records and other information as
requested by Destination Capital from time to time.

         20.      Destination Capital shall be a third-party beneficiary of any
Validity Guaranty provided to CAPCO by BORROWER's officers.

         21.      BORROWER will not pledge the credit of BORROWER to any other
person or business for any purpose whatsoever.

         22.      BORROWER is properly licensed and authorized to operate its
business under the trade name of Christenson Technology Services and Christenson
Electrical Services and BORROWER's trade name(s) has been properly filed and
published as required by the laws of the State of Oregon.

         23.      BORROWER will not sell Accounts or pledge Accounts to any
party except CAPCO or Destination Capital for the period of this Agreement
unless specific Accounts are subordinated and released by Destination Capital in
writing.

         24.      BORROWER will not cause or permit the Advance Formula under
the CAPCO agreement to exceed eighty-five percent (85%) of Acceptable/Eligible
Accounts and





4 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

BORROWER will not otherwise agree to amend or modify the CAPCO agreement without
the prior written consent of Destination Capital which shall not be unreasonably
withheld or delayed.

         25.      BORROWER will not transfer, pledge or give a security interest
in the assets sold or Collateral granted to Destination Capital to any other
party.

         26.      BORROWER will not change or modify the terms of the original
sold-and-assigned Account with a Customer unless Destination Capital first
consents to such change in writing. Destination Capital agrees to provide a
prompt response to a BORROWER request for modification or change with respect to
an assigned Account. For example, BORROWER may not extend credit to a Customer
beyond thirty (30) days or the time set forth on the face of the
sold-and-assigned Account without prior written consent from Destination
Capital.

         27.      NOTICE OF DISPUTE: BORROWER must immediately notify
Destination Capital of Customer Disputes greater than $400.00 in total for any
one Customer.

         28.      POWER OF ATTORNEY: In order to carry out this Agreement and
avoid unnecessary notification of Customers, BORROWER irrevocably appoints
Destination Capital, or any person designated by Destination Capital, as its
special attorney in fact, or agent, with power to:

                  a.       Strike out BORROWER's address on all Accounts mailed
to Customers and insert Destination Capital's address.

                  b.       Receive, direct and forward, open and dispose of all
mail addressed to BORROWER, or to BORROWER's fictitious trade name(s), via
Destination Capital's address.

                  c.       Endorse the name of BORROWER, or BORROWER's
fictitious trade name(s), on any checks or other evidences of payment that may
come into the possession of Destination Capital on Accounts purchased by
Destination Capital and on any other documents relating to any of the Accounts
or to assigned Collateral.

                  d.       In BORROWER's name or otherwise, demand, sue for,
collect and give release for any and all monies due or to become due on Accounts
sold and assigned hereunder.

                  e.       Do any and all things necessary and proper to carry
out the purpose intended by this Agreement.

                  f.       Execute any documents necessary to perfect or to
continue any Security Interest and without further authorization from BORROWER
file a carbon, photograph, facsimile or other reproduction of any financing
statement for use as a financing statement.

         The authority granted Destination Capital shall remain in full force
and effect until all Accounts are paid in full and any indebtedness of BORROWER
to Destination Capital is discharged.




5 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

DESTINATION CAPITAL COVENANTS:

         29.      Destination Capital reserves the sum of Six Hundred Thousand
Dollars ($600,000.00) for the purchase of ALL of BORROWER's Accounts. These
funds are available daily at BORROWER's option, subject to restriction as
governed by the Advance Formula.

         30.      This Agreement shall have an initial term ending with the
first full six (6) calendar months and unless terminated by either party giving
not less than thirty (30) days prior written notice.

         31.      Statement of Acceptance/Eligible Accounts: At such time as the
CAPCO agreement is no longer in effect, Destination Capital shall identify in
writing all Acceptable/Eligible Accounts and provide to BORROWER, upon request,
a written statement thereof (Weekly Aging Report).

ACCOUNTING & FEES:

         32.      Funds advanced by Destination Capital to BORROWER are subject
to a daily fee of U.S. Bank Prime Rate + 14.00%/360 (equivalent to a monthly
discount fee of U.S. Bank Prime Rate + 14.00%/12) calculated on the daily
balance (as reported on the BORROWER Liability Detail Report) owing to
Destination Capital. This period will usually be one (1) calendar day except for
weekends and/or weeks where holidays or other non-operating days prevent the fee
from being taken on a daily basis. The fee will be payable weekly by BORROWER on
each Tuesday (unless another day is specified by Destination Capital) for
outstanding advances due through Sunday of the prior week.

         33.      In order to obtain an advance, BORROWER will provide to
Destination Capital, via fax, an advance and availability request accompanied by
the Borrower's Certificate in the form prepared for CAPCO. This request must be
received by Destination Capital no later than 11:30 a.m. if a deposit or wire
transfer is to be made on the same date as the request form was issued by
BORROWER to Destination Capital.

         34.      PAYMENT PROCESSING: BORROWER will authorize CAPCO to remit
directly to Destination Capital an amount equal to fifteen percent (15%) of
daily collections for the prior business day. All payments received by
Destination Capital will be applied to BORROWER's Outstanding Balance daily
following a three (3) business day hold to allow for the application of
collected funds.

         35.      REPORTING: BORROWER will provide Destination Capital with the
following: BORROWER's certificate with each advance, or as requested, as
calculated for CAPCO; weekly accounts receivable aging; weekly accounts payable
aging including all related-party and inter-company payables; timely copies of
all financial reports provided to CAPCO; a daily management borrowings summary
report; a cash flow forecast as and when prepared for BORROWER's management
personnel; and such other documents or information, including information
regarding BORROWER's or any guarantor's financial condition and business
operations (subject to a mutually acceptable nondisclosure agreement), as
Destination Capital may reasonably request. Destination Capital may disclose to
its investors and/or lenders any information provided by BORROWER and BORROWER
agrees to meet with such investors or




6 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

lenders to discuss such information upon request, subject to a mutually
acceptable nondisclosure agreement.

         36.      DISPUTED ACCOUNT: BORROWER will immediately notify Destination
Capital of any Account subject to a Customer Dispute of any kind whatsoever and
said Account shall be removed as an Acceptable/Eligible Account.

         37.      INVOICING ERRORS: Mistaken, incorrect and/or erroneous
invoicing submitted by BORROWER to Destination Capital may, at Destination
Capital's discretion, be deemed a Customer Disputed sold-and-assigned Account
and shall be removed as an Acceptable/Eligible Account.

         38.      WARRANTS: In addition to the fee set forth above, BORROWER
will cause to be provided to Destination Capital a warrant or warrants to
purchase common shares of BORROWER's parent, Microfield Group, Inc. ("MICG"),
subject to MICG shareholder approval (at the next annual meeting) to increase
the authorized capital of MICG. The warrant(s) will be assignable and will
entitle Destination Capital to purchase, for a period of 5 years, that number of
MICG shares equivalent to (i) the number of months (or portion thereof, but not
to exceed 6 months in total) that amounts advanced under this Agreement are
outstanding, multiplied by (ii) one percent (1%) of all MICG shares which are
outstanding (calculated on a fully-diluted basis) during such 6 month period.
The exercise price will be the lesser of $0.42 per share or the price applicable
to any shares, warrants or options issued by MICG during such 6 month period.

COLLATERAL:

         39.      As Collateral for the payment of any indebtedness now owing,
or in the future owing, by BORROWER to Destination Capital, BORROWER hereby
grants to Destination Capital a security interest (subordinate to CAPCO's
interest) in the following property (the "Collateral"):

         All accounts receivable, contract rights, chattel paper, documents,
instruments and general intangibles now owned or hereafter acquired and proceeds
thereof. All right, title and interest in inventory, raw materials, work in
progress, finished goods, personal property, cash, securities, investments,
furnishings, fixtures, trade fixtures, equipment, machinery, deposits, motor
vehicles and all other property, assets or rights of whatever nature now owned
or hereafter acquired and products and proceeds thereof.

         40.      BORROWER will maintain such insurance covering BORROWER's
business and/or the property of BORROWER's Customers as is customary for
businesses similar to the business of BORROWER.

         41.      BORROWER shall complete any and all documents required to
provide Destination Capital a perfected security interest/lien (subordinate to
CAPCO's interest) in the Collateral pledged to Destination Capital.











7 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

DEFAULT:

         42.      Any one or more of the following shall constitute an event of
default:

                  a.       If BORROWER shall fail to pay any amount of
indebtedness to Destination Capital within five (5) days after notice;

                  b.       If BORROWER shall be in breach of any term,
provision, Warranty or representation under this Agreement or any other
agreement related hereto, including the CAPCO agreement. Destination Capital has
the right, but not the obligation, to cure a default under the CAPCO agreement
by making an advance under this Agreement to CAPCO in which case BORROWER shall
repay the advance immediately upon demand;

                  c.       If BORROWER is in default under one or more of the
agreements with Christenson Leasing Company, LLC ("CLC") or Christenson
Electric, Inc. ("CE") listed below and such default is not cured within five (5)
days after demand. The parties acknowledge that BORROWER has not made payments
as required under the following agreements with CLC and CE: (i) Master Vehicle
Lease Agreement dated September 1, 2003; (ii) Equipment Lease Agreement dated
September 1, 2003; (iii) Sublease dated August 1, 2002, as amended (Thurman
Building); (iv) Sublease dated September 1, 2003 (Swan Island); (v) Sublease
dated September 1, 2003 (Bend); (vi) Sublease dated September 1, 2003 (Eugene);
(vii) Sublease dated September 1, 2003 (Crown Plaza); (viii) Sublease dated
September 1, 2003 (Pope yard); (ix) Sublease dated September 1, 2003 (Montgomery
Park); (x) Management Services Agreement dated September 11, 2003; and (xi)
Employee Leasing Agreement dated September 15, 2003. For purposes of this
provision, no default will be deemed to exist under these agreements provided
BORROWER continues to make interim minimum payments of $25,000 per week to
CLC/CE and BORROWER and Destination Capital mutually agree upon and document a
restructuring agreement within seven (7) days of the date of this Agreement.

                  d.       If bankruptcy or insolvency proceedings shall be
instituted by or against BORROWER or any guarantor;

                  e.       If the Collateral shall be attached, levied upon or
seized in any legal proceeding, and not released within five (5) working days
thereof;

                  f.       If BORROWER or any guarantor shall cease doing
business and there shall exist any indebtedness or commitments by BORROWER to
Destination Capital;

                  g.       Any Accounts, documents, statements or other writings
submitted by BORROWER to Destination Capital prove to be false or inaccurate in
any material respect;

                  h.       If BORROWER has contributed to or aggravated an
Account debtor's problem or insolvency, and/or said Account debtor's ability
and/or willingness to pay any Accounts;

                  i.       If any unpaid judgment or tax lien exists again
BORROWER or any guarantor;




8 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

                  j.       If Destination Capital, with reasonable cause and in
good faith, determines that its purchase of assets or Collateral is impaired for
any reason whatsoever;

                  k.       If BORROWER terminates this Agreement prior to the
end of the initial term;

                  l.       Any change in BORROWER's place of business, name,
legal entity, corporate structure, record-keeping location, and/or as to any
additional place of business, or expiration of any special license(s), or any
transfer of assets or technology to a third party, or proposed change in
ownership in excess of twenty-five percent (25%) of BORROWER's or MICG's
outstanding shares (excluding a parent-subsidiary merger).

REMEDIES AFTER DEFAULT:

         43.      In the event of any default, and subject to the rights of
CAPCO, Destination Capital may do any one or more of the following:

                  a.       Declare any indebtedness secured hereby immediately
due and payable;

                  b.       Notify any and all Customers and take possession of
the Accounts and Collateral and collect any receivables or funds paid to
BORROWER, all without judicial process;

                  c.       Require BORROWER to assemble the Collateral and the
records pertaining to receivables or other assets pledged as collateral, and
make them available to Destination Capital, at a place designated by Destination
Capital;

                  d.       Enter the premises of BORROWER and take possession of
the Collateral and of the records pertaining to the Accounts and any other
Collateral;

                  e.       Grant extensions, compromise claims and settle
receivables for less than face value, all without prior notice to BORROWER;

                  f.       Use, in connection with any assembly or disposition
of the Collateral, any trademark, trade name, trade style, copyright, patent
right or technical process used or utilized by BORROWER;

                  g.       Return any surplus realized to BORROWER after
deduction of reasonable expenses, attorney's fees, attorney's fees on appeal,
collection costs, independent third party auditors, incurred by Destination
Capital in resolving said default;

                  h.       Hold BORROWER liable for any deficiency.

                  i.       Establish a reserve from the collection of Accounts
to meet reasonable legal expenses associated with a future defense resulting
from an action brought against Destination Capital by BORROWER, BORROWER's
Customer, or other third party, as a result of an action of default.





9 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

                  j.       Obtain an injunction against BORROWER taking any
action with regard to the Accounts or Collateral

                  k.       Receive, direct and forward, open, and dispose of all
mail addressed to BORROWER at any address used by BORROWER to receive mail.

GENERAL:

         44.      After termination, BORROWER remains fully responsible to
Destination Capital for any indebtedness existing, or which may yet arise, in
connection with Accounts that remain unpaid.

         45.      If, during the term hereof, BORROWER fails to make any payment
as and when required hereunder, Destination Capital may, at its discretion and
after notice to BORROWER, pay the same and charge BORROWER therefor.

         46.      BORROWER will not, under any circumstances, or in any manner
whatsoever, interfere with any of Destination Capital's rights under this
Agreement.

         47.      TAX COMPLIANCE: BORROWER will furnish Destination Capital,
upon request, satisfactory proof of payment and/or compliance with all federal,
state and/or local tax requirements.

         48.      NOTICE OF LEVY: BORROWER will promptly notify Destination
Capital of any attachment or any other legal process levied against BORROWER.

         49.      LEGAL FEES: The losing party will pay any and all legal
expenses and reasonable attorney's fees (including fees in any appellate or
bankruptcy proceeding), paralegal fees, staff overtime expense, travel costs,
costs on appeal, or other reasonable collection costs, that the prevailing party
may incur as a result of either BORROWER or Destination Capital enforcing this
Agreement or pursuing collection of amounts owing hereunder.

         50.      HOLD HARMLESS: BORROWER shall hold Destination Capital
harmless against any liability, damages, loss, attorney's fees and costs of any
type due to any action by a Customer arising from Destination Capital's
collecting or attempting to collect any Accounts so long as these collections
are performed in a commercially reasonable manner and in compliance with all
applicable laws, rules and regulations. BORROWER maintains the primary
responsibility for collections efforts until the occurrence of an event of
default.

         51.      BINDING ON FUTURE PARTIES: This Agreement inures to the
benefit of and is binding upon the heirs, executors, administrators, successors
and assigns of the parties thereto.

         52.      CUMULATIVE RIGHTS: All rights, remedies and power granted to
Destination Capital in this Agreement, or in any note or other agreement given
by BORROWER to Destination Capital, are cumulative and may be exercised
singularly or concurrently with such other rights as Destination Capital may
have. These rights may be exercised from time to time as to all or any part of
the pledged Collateral as Destination Capital in its discretion may determine.





10 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

         53.      WRITTEN WAIVER: Destination Capital may not waive its rights
and remedies unless the waiver is in writing and signed by Destination Capital.
A waiver by Destination Capital of a right or remedy under this Agreement on one
occasion is not a waiver of the right or remedy on any subsequent occasion.

         54.      OREGON LAW: This Agreement shall be governed by and construed
in accordance with the laws of the State of Oregon. BORROWER hereby consents to
the exclusive jurisdiction of the State of Oregon in any dispute arising
hereunder or related hereto. Venue for any actions shall be in Multnomah County,
Oregon.

         55.      INVALID PROVISIONS: If any provision of this Agreement shall
be declared illegal or contrary to law, it is agreed that such provision shall
be disregarded and this Agreement shall continue in force as though such
provision had not been incorporated herein.

         56.      ENTIRE AGREEMENT: This instrument contains the entire
Agreement between the parties as to the subject matter hereof. Any addendum or
modification hereto must be signed by both parties and attached hereto.

         57.      EFFECTIVE: This Agreement becomes effective when it is
accepted and executed by the authorized officers of Destination Capital.

         58.      COUNTERPARTS: Execution of this document may contain multiple
signature pages; each shall be considered, when combined, as one signed and
executed document.

         Executed effective January 22, 2004 at Portland, Oregon.

                                     Christenson Velagio, Inc.



                                     By: /s/ STEVEN M. WRIGHT
                                         ---------------------------------------
                                     Title:  President and CEO



                                     Destination Capital, LLC

                                     Accepted effective January 22, 2004, at
                                     Portland, Oregon.

                                     By:  JMW Capital Partners, Inc., Manager



                                     By: /s/ ROBERT JESENIK
                                        ----------------------------------------
                                     Title: President and CEO







11 - CONTRACT OF SALE AND SECURITY AGREEMENT
PDX/112816/141153/DLH/1385076.1

EX-99.24

                                 PROMISSORY NOTE
                           (Invoice Funding Facility)

$600,000.00                                                     January 22, 2004

         FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, CHRISTENSON VELAGIO, INC., an Oregon corporation ("Maker"),
hereby promises to pay to the order of DESTINATION CAPITAL, LLC, an Oregon
limited liability company ("Holder"), at 1631 NW Thurman Street, Ste. 400,
Portland OR 97209, or such other address as may be designated by Holder, the sum
of $600,000.00 or such amounts as are actually advanced by Holder and are
outstanding hereunder, together with interest thereon as specified herein, until
paid as provided below in this Note.

         1.       RELATED AGREEMENT. This Note evidences the indebtedness owed
by Maker to Holder as a result of advances, which are considered loans and not a
sale of Accounts, made or to be made pursuant to that certain Contract of Sale
and Security Agreement of even date herewith (the "Credit Agreement").

         2.       PAYMENT.

                  2.1      TERMS.

                           (a)      Interest shall be paid to Maker in the form
of the fee referenced in paragraph 33 of the Credit Agreement and at the time
specified therein. The principal balance of this Note shall be paid periodically
as set forth in the Credit Agreement.

                           (b)      The entire unpaid balance of this Note,
together with accrued and unpaid interest, shall be paid in full on or before
July 22, 2004 or upon earlier acceleration as provided in the Credit Agreement
or this Note.

                  2.2      PREPAYMENT; ACCELERATION. All or any part of the
principal balance of this Note and all accrued but unpaid interest thereon (if
any) may be prepaid by Maker at any time without penalty. The unpaid principal
balance of this Note, together with accrued and unpaid interest, shall be paid
in full upon the sale or transfer by merger (excluding a parent-subsidiary
merger) of all or substantially all of the assets or stock of Maker.

                  2.3      PLACE AND TIME OF PAYMENT. All payments specified in
this Note shall be deemed made when actually received at the address listed
above or at such address or place as Holder may from time to time designate, and
shall be made without setoff and without prior notice or demand.

                  2.4      FORM AND APPLICATION OF PAYMENTS. All payments shall
be in lawful money of the United States of America. Payments shall be applied as
follows: first, to all amounts due hereunder other than principal or interest;
second, to the payment of accrued interest, if any; and third, to the reduction
of principal of this Note.








1 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385771.1


         3.       SECURITY. This Note and the obligations to Holder under this
Note are secured by a security interest in Maker's assets which is junior and
subordinate to the security interest previously granted by Maker in favor of
CAPCO Financial Company.

         4.       DEFAULT. Time is of the essence of this Note. A default shall
occur if:

                  4.1      Maker fails to make any payment under this Note or
the Credit Agreement within five (5) days after notice from Holder;

                  4.2      Maker fails to perform any other obligation contained
in this Note within five (5) business days after notice from Holder specifying
the nature of the default;

                  4.3      Maker is in default under or is in breach of the
Credit Agreement (other than a default in payment) and such default or breach is
not cured within five (5) business days after notice from Holder specifying the
nature of the default; or

                  4.4      A receiver is appointed to take possession of all or
a substantial part of Maker's properties, Maker makes an assignment for the
benefit of creditors or files a voluntary petition in bankruptcy, or Maker is
the subject of an involuntary petition in bankruptcy which is not dismissed
within thirty (30) days.

         5.       REMEDIES. In the event of a default, Holder may take any one
or more of the following steps:

                  5.1      ACCELERATION. Declare the entire unpaid principal
balance of the debt evidenced by this Note, and all accrued interest thereon and
all other costs and expenses evidenced by this Note, to be immediately due and
payable.

                  5.2      OTHER REMEDIES. Pursue any other right or remedy
provided in this Note, in the Credit Agreement, or as otherwise allowed by law.
Holder may pursue any such rights or remedies singly, together or successively.
Exercise of any such right or remedy shall not be deemed an election of
remedies. Failure to exercise any right or remedy shall not be deemed a waiver
of any existing or subsequent default, nor a waiver of any such right or remedy.

         6.       ATTORNEY FEES AND COLLECTION COSTS. Maker agrees to pay all
costs of collection of this Note, including reasonable attorney fees, whether or
not litigation is actually commenced. In the event litigation is commenced by a
party to this Note to enforce or interpret any provision of this Note, or to
collect any amount due under this Note, the prevailing party in such litigation
shall be entitled to receive, in addition to all other sums and relief, its
reasonable costs and attorney fees, incurred both at and in preparation for
trial and any appeal or review, such amount to be set by the court(s) before
which the matter is heard. Holder shall be entitled to any attorney fees and
costs that may be incurred by the holder hereof in the collection or enforcement
of this Note in the United States Bankruptcy Court.

         7.       AMENDMENT. This Note may not be amended, modified or changed,
nor shall any provision of this Note be deemed waived, except only by an
instrument in writing signed by the party against whom enforcement of any such
waiver, amendment, change or modification is sought.

2 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385771.1

         8.       WAIVERS.

                  8.1      GENERAL WAIVERS. Except as specifically provided
herein and as prohibited by applicable law, Maker waives any right to require
Holder (a) to make any presentment, protest, demand, or notice of any kind,
including notice of any nonpayment of the Note or of any nonpayment related to
any collateral, or notice of any action or nonaction on the part of Maker,
Holder, any surety, endorser, or any other reason in connection with the Note or
in connection with the creation of new or additional loans or obligations; (b)
to resort for payment or to proceed directly or at once against any person; (c)
to proceed directly against or exhaust any collateral held by Holder from Maker,
or any other person; (d) to give notice of the terms, time, and place of any
public or private sale of personal or real property security held by Holder from
Maker or to comply with any other applicable provisions of the Uniform
Commercial Code; (e) to pursue any other remedy within Holder's power; or (f) to
commit any act or omission of any kind, or at any time, with respect to any
matter whatsoever.

                  8.2      WAIVER OF DEFENSES. Maker also waives any and all
rights or defenses arising by reason of (a) any "one action" or
"anti-deficiency" law or any other law which may prevent Holder from bringing
any action, including a claim or deficiency, against Maker, before or after
Holder's commencement or completion of any foreclosure action, either judicially
or by exercise of a power of sale; (b) any election of remedies by Holder which
destroys or otherwise adversely affects Maker's subrogation rights, if any,
including any loss of rights Maker may suffer by reason of any law limiting,
qualifying, or discharging the Note; (c) any disability or other defense of
Maker, or of any other person, or by reason of the cessation of Maker's
liability from any cause whatsoever, other than payment in full in legal tender,
of the Note; and (d) any right to claim discharge of the Note on the basis of
unjustified impairment of any collateral for the Note.

         9.       BINDING AGREEMENT. This Note shall be binding upon the
successors and permitted assigns of Maker, and shall inure to the benefit of
Holder and his successors and assigns.

         10.      GOVERNING LAW. This Note has been executed under and shall be
construed and enforced in accordance with the laws of the state of Oregon. Maker
consents to personal jurisdiction in Oregon and agrees that in any suit or
action hereon venue will lie in Multnomah County, Oregon.

         11.      INTERPRETATION. In the event of any conflict between the terms
of this Note and the terms of the Credit Agreement, the terms of the Credit
Agreement shall control.













3 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385771.1

         12.      STATUTORY NOTICE. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES,
AND COMMITMENTS MADE BY DESTINATION CAPITAL AFTER OCTOBER 3, 1989, CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS THAT ARE NOT FOR PERSONAL, FAMILY, OR
HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE, MUST BE IN
WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY DESTINATION CAPITAL TO BE
ENFORCEABLE.

                                       CHRISTENSON VELAGIO, INC.



                                       By: /s/ STEVEN M. WRIGHT
                                          --------------------------------------
                                       Title:  President and CEO












































4 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385771.1

EX-99.25

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2004-W-40
                                                   WARRANT TO PURCHASE 1,000,000
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Christenson Leasing Company, LLC (the "Holder") the right,
subject to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 1,000,000 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 1,000,000 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on September 1,
2009.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means September 1, 2004.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Christenson Leasing Company, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of September 1, 2004.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2004-W-41                                        WARRANT TO PURCHASE 131,250
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Destination Capital, LLC (the "Holder") the right, subject
to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 131,250 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 131,250 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on September 1,
2009.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means September 1, 2004.









1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share






4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately reduced. Conversely, if the outstanding shares of
Common Stock are combined into a smaller number of shares of Common Stock, the
number of shares of Common Stock purchasable upon the exercise of this Warrant
shall be proportionately reduced and the Exercise Price per share shall be
proportionately increased. The increases and reductions provided for in this
Section 7.1(a) shall be made with the intent and, as nearly as practicable, the
effect that neither the percentage of the total equity of the Company obtainable
on exercise of this Warrant nor the aggregate price payable for such percentage
shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted

5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further



6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Destination Capital, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)______________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of September 1, 2004.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           ------------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.





1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
                  determination as to the fairness of the investment or any
                  recommendation or endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
                  legend substantially similar to the legend set forth in
                  Section 2.5 of the Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------


         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________
























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2004-W-42                                        WARRANT TO PURCHASE 131,250
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to JMW Group, LLC (the "Holder") the right, subject to the
terms of this Warrant, to purchase at any time during the period commencing on
the "Initial Exercise Date" (as defined below), and ending on the "Expiration
Date" (as defined below), 131,250 fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise Price" (as defined below). This Warrant
may be exercised in whole and in part as provided in Section 2.2. The number of
shares that may be purchased are subject to adjustment under the terms of this
Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 131,250 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on September 1,
2009.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means September 1, 2004.









1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                            A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y        = the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A        = the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B        = the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  JMW Group, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)_____________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of September 1, 2004.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2004-W-43
                                                     WARRANT TO PURCHASE 450,000
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Destination Capital, LLC (the "Holder") the right, subject
to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 450,000 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 450,000 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on December 1,
2009.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means December 1, 2004.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Destination Capital, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of December 1, 2004.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2004-W-44
                                                     WARRANT TO PURCHASE 281,250
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to JMW Group, LLC (the "Holder") the right, subject to the
terms of this Warrant, to purchase at any time during the period commencing on
the "Initial Exercise Date" (as defined below), and ending on the "Expiration
Date" (as defined below), 281,250 fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise Price" (as defined below). This Warrant
may be exercised in whole and in part as provided in Section 2.2. The number of
shares that may be purchased are subject to adjustment under the terms of this
Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 281,250 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on December 1,
2009.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means December 1, 2004.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  JMW Group, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of December 1, 2004.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2004-W-45
                                                     WARRANT TO PURCHASE 168,750
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Christenson Leasing Company, LLC (the "Holder") the right,
subject to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 168,750 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 168,750 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on December 1,
2009.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means December 1, 2004.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Christenson Leasing Company, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of December 1, 2004.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-46
                                                     WARRANT TO PURCHASE 450,000
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Destination Capital, LLC (the "Holder") the right,
subject to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 450,000 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 450,000 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on March 1,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means March 1, 2005.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Destination Capital, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of March 1, 2005.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-47
                                                     WARRANT TO PURCHASE 281,250
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to JMW Group, LLC (the "Holder") the right, subject to the
terms of this Warrant, to purchase at any time during the period commencing on
the "Initial Exercise Date" (as defined below), and ending on the "Expiration
Date" (as defined below), 281,250 fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise Price" (as defined below). This Warrant
may be exercised in whole and in part as provided in Section 2.2. The number of
shares that may be purchased are subject to adjustment under the terms of this
Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 281,250 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on March 1,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means March 1, 2005.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  JMW Group, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of March 1, 2005.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-48
                                                     WARRANT TO PURCHASE 168,750
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Christenson Leasing Company, LLC (the "Holder") the right,
subject to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 168,750 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 168,750 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on March 1,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means March 1, 2005.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Christenson Leasing Company, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of March 1, 2005.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-49
                                                     WARRANT TO PURCHASE 450,000
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Destination Capital, LLC (the "Holder") the right, subject
to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 450,000 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 450,000 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on June 1,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means June 1, 2005.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Destination Capital, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of June 1, 2005.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-50
                                                     WARRANT TO PURCHASE 281,250
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to JMW Group, LLC (the "Holder") the right, subject to the
terms of this Warrant, to purchase at any time during the period commencing on
the "Initial Exercise Date" (as defined below), and ending on the "Expiration
Date" (as defined below), 281,250 fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise Price" (as defined below). This Warrant
may be exercised in whole and in part as provided in Section 2.2. The number of
shares that may be purchased are subject to adjustment under the terms of this
Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 281,250 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on June 1,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means June 1, 2005.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  JMW Group, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of June 1, 2005.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-51
                                                     WARRANT TO PURCHASE 168,750
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Christenson Leasing Company, LLC (the "Holder") the right,
subject to the terms of this Warrant, to purchase at any time during the period
commencing on the "Initial Exercise Date" (as defined below), and ending on the
"Expiration Date" (as defined below), 168,750 fully paid and nonassessable
shares of Common Stock of the Company at the "Exercise Price" (as defined
below). This Warrant may be exercised in whole and in part as provided in
Section 2.2. The number of shares that may be purchased are subject to
adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 168,750 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.38 per share (adjusted as necessary in
accordance with Section 7).

         "EXERCISE THRESHOLD" means 50,000 shares of Common Stock.

         "COMMON STOCK" means the common stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on June 1,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means June 1, 2005.








1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, provided however that the Holder may not exercise
this Warrant for Common Stock in part in an amount less than the Exercise
Threshold, by (i) surrendering this Warrant to the Secretary of the Company,
(ii) payment of any applicable consideration, and (iii) executing and delivering
to the Secretary of the Company the attached Exercise Form, which must select
one of the following exercise methods, to be at the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        -------
                                           A





2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y   =    the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.

         A   =    the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B   =    the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.







3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share


4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

shall be proportionately increased. The increases and reductions provided for in
this Section 7.1(a) shall be made with the intent and, as nearly as practicable,
the effect that neither the percentage of the total equity of the Company
obtainable on exercise of this Warrant nor the aggregate price payable for such
percentage shall be affected by any event described in this Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      SALE OF SHARES BELOW EXERCISE PRICE.

                           (i)      If the Company shall issue any Additional
Stock (as defined below) without consideration or for a consideration per share
less than the Exercise Price in effect immediately prior to the issuance of such
Additional Stock in a transaction not subject to Section 7.1(a), (b) or (c)
above, the Exercise Price in effect immediately prior to issuance of such
Additional Stock (except as otherwise provided in this Section 7.1(d)) shall be
adjusted




5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

down to a price equal to the quotient obtained by dividing the total computed
under clause (x) below by the total computed under clause (y) below as follows:

                                    (A)      an amount equal to the sum of (1)
the result obtained by multiplying the number of shares of Common Stock deemed
outstanding immediately prior to such issuance (which shall include the actual
number of shares outstanding plus all shares issuable upon the conversion or
exercise of all outstanding convertible securities, warrants and options other
than shares excluded from the definition of Additional Stock by Section
7.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate
consideration, if any, received by the Company upon the issuance of such
Additional Stock;

                                    (B)      the number of shares of Common
Stock of the Company outstanding immediately after such issuance (including the
shares deemed outstanding as provided in clause (x) above).

                           (ii)     No adjustment of the Exercise Price shall be
made in an amount less than $0.01 per share; provided, however, that any
adjustments which are not required to be made by reason of this sentence shall
be carried forward and shall be taken into account in any subsequent adjustment
made to the Exercise Price. Except as provided in Sections 7.1(d)(v)(C) and (D)
below, no adjustment of the Exercise Price shall have the effect of increasing
the Exercise Price above the Exercise Price in effect immediately prior to such
adjustment.

                           (iii)    In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any discounts, commissions or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

                           (iv)     In the case of the issuance of Common Stock
for a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair value thereof as determined in good
faith by the Board of Directors irrespective of any accounting treatment.

                           (v)      In the case of the issuance of options or
warrants to purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock, or options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities (which options, warrants, rights, convertible or exchangeable
securities are not excluded from the definition of Additional Stock except as
provided in Section 7.1(d)(vi)(B)), the following provisions shall apply:

                                    (A)      the aggregate maximum number of
shares of Common Stock deliverable upon exercise of such options or warrants to
purchase or rights to subscribe for Common Stock shall be deemed to have been
issued at the time such options, warrants, or rights were issued for a
consideration equal to the consideration (determined in the manner provided in
Sections 7.1(d)(iii) and (iv) above), if any, received by the Company upon the
issuance of such options, warrants or rights plus the minimum purchase price
provided in such options, warrants or rights for the Common Stock covered
thereby, but no further




6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

adjustment to the Exercise Price shall be made for the actual issuance of Common
Stock upon the exercise of such options, warrants or rights in accordance with
their terms;

                                    (B)      the aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the exercise of options or
warrants to purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to have
been issued at the time such securities were issued or such options, warrants or
rights were issued for a consideration equal to the consideration received, if
any, by the Company for any such securities and any related options, warrants or
rights, plus the minimum additional consideration, if any, to be received by the
Company upon the conversion or exchange of such securities or the exercise of
any related options, warrants or rights (the consideration in each case to be
determined in the manner provided in Sections 7.1(d)(iii) and (iv) above), but
no further adjustment to the Exercise Price shall be made for the actual
issuance of Common Stock upon the conversion or exchange of such securities in
accordance with their terms;

                                    (C)      if such options, warrants, rights
or convertible or exchangeable securities by their terms provide, with the
passage of time or otherwise, for any change in the consideration payable to the
Company or in the number of shares of Common Stock issuable upon the exercise,
conversion or exchange thereof, including, without limitation, a change
resulting from the antidilution provisions thereof, the Exercise Price computed
upon the original issue thereof, and any subsequent adjustments based thereon,
shall, upon such change becoming effective, be recomputed to reflect such
change, but no further adjustment to the Exercise Price shall be made for the
actual issuance of Common Stock upon the exercise of any such options, warrants
or rights or the conversion or exchange of such securities in accordance with
their terms; and

                                    (D)      upon the expiration of any such
options, warrants or rights, the termination of any such rights to convert or
exchange or the expiration of any options, warrants or rights related to such
convertible or exchangeable securities, the Exercise Price shall forthwith be
readjusted to such Exercise Price as would have been obtained had the adjustment
which was made upon the issuance of such options, warrants, rights or securities
or options, warrants or rights related to such securities been made upon the
basis of the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options, warrants or rights, upon the conversion or
exchange of such securities or upon the exercise of the options, warrants or
rights related to such securities.

                           (vi)     "Additional Stock" shall mean any shares of
Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock issued (or deemed to have been issued pursuant to Section
7.1(d)(v) above) by the Company after the Initial Exercise Date other than:

                                    (A)      Common Stock issued in connection
with a transaction described in Section 7.1(a), (b) or (c);





7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                    (B)      shares of Common Stock (and options
to purchase shares of Common Stock) issued or issuable to employees, officers or
directors of, or consultants to, the Company directly or pursuant to a stock
option or restricted stock plan approved by the Company's Board of Directors,
including without limitation, stock options assumed by the Company, or otherwise
converted into stock options of the Company, pursuant to a merger or
consolidation.

                                    (C)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued to financial institutions or equipment lessors in connection with
commercial credit arrangements, equipment financings or similar transactions not
primarily for equity financing purposes and which have been approved by the
Company's Board of Directors; and

                                    (D)      shares of Common Stock, or
securities convertible into or exchangeable or exercisable for shares of Common
Stock, issued in connection with business combinations or corporate partnering
agreements approved by the Company's Board of Directors.

                  (e)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(d) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give its
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the Holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an



8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

effective registration statement, transfer may only be made with the prior
written consent of the Company, which shall not be unreasonably withheld, and
the Company may require the transferor to provide to the Company an opinion of
counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred securities under the
Securities Act; provided, however, that notwithstanding the foregoing, no
consent of the Company shall be required for the assignment or transfer of
rights hereunder by a Holder to such assignor's or transferor's partners,
shareholders or members or retired partners or former shareholders or members,
if any, or for any other assignment or transfer to the spouse, ancestors, lineal
descendants or siblings of such assignor or transferor, provided the
transferee(s) certify to the Company that each is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act and that it is
acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The acceptance of a New Warrant by the transferee shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, or (c)
one day after deposit with a nationally recognized air courier service such as
DHL or Federal Express.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, OR  97209
                  Attn:  President

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue, Suite 1500



9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                  Portland, OR  97204
                  Attn:  Jonathan A. Bennett

                  If to the Holder:
                  ----------------

                  Christenson Leasing Company, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503)___________________

or such other address as such party may designate in accordance with this
provision.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this Warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall make a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of determining the holders entitled to
receive any dividend or other distribution, or any right to subscribe for or
purchase any shares of stock of any class or any securities or to receive any
other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,

10 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         8.9      RELATED AGREEMENT. This Warrant is the Warrant referred to in
the Contract of Sale and Security Agreement dated effective January 22, 2004
between Christenson Velagio, Inc. and the Holder and shall entitle the Holder to
all of the rights granted to holders of the Warrants thereunder.

         Dated as of June 1, 2005.

                                        MICROFIELD GROUP, INC.



                                        By: /s/ A. MARK WALTER
                                           -----------------------------------
                                           A. Mark Walter, President



















11 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1392287.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:______________________________________
         Address:___________________________________
         Deliver to:________________________________
         Address:___________________________________

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.




1 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4.       The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
determination as to the fairness of the investment or any recommendation or
endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
legend substantially similar to the legend set forth in Section 2.5 of the
Warrant regarding resale restrictions.

5.       The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.


                                        [HOLDER]


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                        Note: Signature must correspond with the
                                        name as written upon the face of the
                                        Warrant in every particular, without
                                        alteration or enlargement or any change
                                        whatsoever.







2 - EXERCISE FORM
PDX/112816/141153/DLH/1392287.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------  -------------------------  --------------------------
      NAME OF ASSIGNEE             ADDRESS                 NUMBER OF SHARES
- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

- -------------------------  -------------------------  --------------------------

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated: ________________________

         Name of holder of Warrant:_____________________________________________
                                                 (please print)
         Address:_______________________________________________________________

         Signature:_____________________________________________________________



























PDX/112816/141153/DLH/1392287.1

EX-99.26

                        AGREEMENT TO SATISFY OBLIGATIONS

         This AGREEMENT TO SATISFY OBLIGATIONS (this "Agreement") is entered
into effective April 2, 2004 between Christenson Velagio, Inc. ("CVI"),
Christenson Electric, Inc. ("CEI"), Christenson Leasing Company, LLC
("Leasing"), JMW Group, LLC, an Oregon limited liability company ("Group"), JW
Assurance and Holding Limited ("JW"), JMW Capital Partners, Inc. ("JMW"), R.
Patrick Hanlin ("Hanlin"), Steven M. Wright ("Wright") and Microfield Group,
Inc. ("Microfield").

                                    RECITALS

         A.       Microfield's Board of Directors has restated Microfield's
articles of incorporation to provide for no par value Series 3 Preferred shares
which have an issue price of $420 per share ("Series 3 Preferred").

         B.       CVI currently owes the obligations set forth on Exhibit A to
CEI, Leasing, Group, JW and JMW for various contractual obligations, and
outstanding promissory notes.

         C.       Microfield owes Wright and Hanlin sums due from loans from
Wright and Hanlin to Microfield as detailed on Exhibit A.

         D.       CEI, Leasing, Group, JW, JMW, Wright and Hanlin are willing to
accept Series 3 Preferred shares as payment in full of each of the obligations
listed on Exhibit A.

         NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledges, the parties to this Agreement agree as
follows:

                                    AGREEMENT

         1.       SATISFACTION AND CANCELLATION. CEI, Leasing, Group, JW and JMW
each agree to accept Series 3 Preferred shares of Microfield in complete
satisfaction of CVI's obligations listed on Exhibit A. Wright and Hanlin each
agree to accept Series 3 Preferred Stock of Microfield in complete satisfaction
of Microfield's obligations to them as listed on Exhibit A.

         2.       ISSUANCE OF SECURITIES. CEI, Leasing, Group, JW, JMW, Wright
and Hanlin (collectively the "Creditors") will be issued the following number of
Series 3 Preferred shares in complete satisfaction of the obligations listed on
Exhibit A (collectively the "Obligations"):

                  CREDITORS:                # OF SERIES 3 PREFERRED

                  CEI                                  125.636
                  Leasing                            3,241.922
                  Group                                 20.288
                  JW                                    28.733
                  JMW                                   68.320
                  Wright                               117.810
                  Hanlin                                38.095





1 - AGREEMENT TO SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395333.1

All notes and instruments evidencing the Obligations will be deemed satisfied
and paid in full upon the issuance of the Series 3 Preferred shares, which shall
be effective as of April 2, 2004. Each of the creditors will deliver the
original documents evidencing these obligations to CVI or Microfield as
applicable, marked paid in full.

         3.       REPRESENTATIONS OF THE CREDITORS.

                  3.1      UNREGISTERED SHARES. Each Creditor represents that it
is acquiring the Shares for its own account for investment purposes only and not
with a view to distribution or resale and is aware that it must bear the
economic risk of this investment for an indefinite period of time because the
Shares have not been registered under the Securities Act of 1933, as amended, or
the Oregon Securities Law, and therefore, cannot be sold unless such Shares are
subsequently registered under the Act and Law or exemptions from such
registration apply. Each Creditor also acknowledges that based upon the
representations contained herein, Microfield shall consider the purchased Shares
to be exempt from registration under the Securities Act of 1933, as amended, and
the Oregon Securities Law and accordingly will not register the same with the
Securities and Exchange Commission or the Oregon Corporation Commissioner. Each
Creditor agrees not to undertake any act which would either jeopardize the
applicability of such exemptions or require the registration of such Shares at
such time without first obtaining the opinion of counsel satisfactory to
Corporation or Seller that the proposed act will not have such effect.

                  3.2      ACCREDITED INVESTORS. Each Creditor represents that
it is an accredited investor within the meaning of Regulation D under the
Securities Act of 1933. Each Creditor or its representative has had an
opportunity to review the financial statements and financial information of
Microfield and has had an opportunity to conduct its own independent
investigation of the merits of investing in Microfield.

                  3.3      SUBSCRIPTION AGREEMENT. Each Creditor will execute a
subscription agreement in the form used by Microfield to subscribe for the
number of shares listed next to its name in Section 2.

         4.       MISCELLANEOUS.

                  4.1      AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the parties.

                  4.2      ENTIRE AGREEMENT. This Agreement is the entire
agreement and understanding of the parties hereto as to the subject matter
contained herein. There are no restrictions, promises, warranties, covenants, or
undertakings other than those expressly set forth or referred to in this
Agreement. This Agreement supersedes all prior agreements and undertakings,
whether written or oral, among the parties with respect to the subject matter
hereof.

                  4.3      SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto.




2 - AGREEMENT TO SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395333.1

                  4.4      SEVERABILITY. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

                  4.5      COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts (including by means of telecopied
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

                  4.6      GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Oregon without
reference to the choice of law doctrine. Venue shall be in Multnomah County.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

CHRISTENSON VELAGIO, INC., an          CHRISTENSON LEASING COMPANY,
Oregon corporation                     an Oregon limited liability company



By: /s/ William C. McCormick           By: JMW Capital Partners, Inc., Manager
   ---------------------------------
   William C. McCormick, President

                                       By: /s/ Robert J. Jesenik
                                          --------------------------------------
                                          Robert J. Jesenik, Chief Executive
                                          Officer

MICROFIELD GROUP, INC., an Oregon      CHRISTENSON ELECTRIC, INC., an
corporation                            Oregon corporation



By: /s/ William C. McCormick           By: /s/ Robert Jesenik
   ---------------------------------      --------------------------------------
   William C. McCormick, President        Robert Jesenik, President



                                       JMW CAPITAL PARTNERS, INC., an
                                       Oregon corporation



/s/ Steven M. Wright                   By:
- ------------------------------------      --------------------------------------
Steven M. Wright                       Its:
                                           -------------------------------------




3 - AGREEMENT TO SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395333.1

                                       JMW GROUP, LLC, and Oregon limited
                                       liability company



/s/ R. Patrick Hanlin                  By:    JMW CAPITAL PARTNERS, INC.,
- ------------------------------------
R. Patrick Hanlin                             Manager



                                       By: /s/ Robert J. Jesenik
                                          --------------------------------------
                                              Robert J. Jesenik, Chief Executive
                                              Officer

                                       JW ASSURANCE AND HOLDING
                                       LIMITED, a Virgin Islands corporation



                                       By: /s/ Robert J. Jesenik
                                          --------------------------------------
                                              Robert J. Jesenik, President


































4 - AGREEMENT TO SATISFY OBLIGATIONS
PDX/112816/141153/DLH/1395333.1

EX-99.27

                                    SERIES 3
                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

         This Registration Rights Agreement is entered into and effective as of
the 2nd day of April, 2004, between MICROFIELD GROUP, INC., an Oregon
corporation (the "Company"), and CHRISTENSON LEASING COMPANY, LLC, an Oregon
limited liability company; JMW GROUP, LLC, an Oregon limited liability company;
CHRISTENSON ELECTRIC, INC., an Oregon corporation; JMW CAPITAL PARTNERS, INC.,
an Oregon corporation; JW ASSURANCE AND HOLDING LIMITED, a Virgin Islands
corporation; STEVEN M. WRIGHT; and R. PATRICK HANLIN, (individually, "Holder,"
collectively, the "Holders").

                                    RECITALS:

         A.       The Holders collectively own the following shares of common
stock of the Company (the "Stock"):

         Holder                                           Shares of Common Stock

         Christenson Electric, Inc.                               125.636
         Christenson Leasing Company, LLC                       3,241.922
         JMW Group, LLC                                            20.288
         JW Assurance and Holding Limited                          28.733
         JMW Capital Partners, Inc.                                68.320
         Steven M. Wright                                         117.810
         R. Patrick Hanlin                                         38.095

For purposes of this Agreement, Stock shall also include all shares of the
Company's Series 3 stock now owned or hereafter acquired by reason of purchase,
exercise of warrants, conversion, division or otherwise, by the Holders.

         B.       The Company and Holders desire to provide for registration
rights and lock-up provisions set forth herein.

                                   AGREEMENT:

         NOW, THEREFORE, the parties agree as follows:

         1.       Company Registration.

                  1.1      Registrable Securities. For purposes of this
Agreement, "Registrable Securities" means the Stock or other securities issued
or issuable with respect to the Stock upon any stock split, stock dividend,
recapitalization or similar event; provided, however, that shares of Stock or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold or otherwise transferred to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, or (B) sold or otherwise transferred in a transaction exempt from
the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and restrictive
legends with respect thereto are removed upon the consummation of such sale.
Registerable Securities sold or






1 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

otherwise transferred without strict compliance of the terms of this Agreement
or otherwise in breach of this Agreement shall not have any benefits under this
Agreement unless and until such terms have been strictly complied with or such
breach has been cured.

                  1.2      Piggyback Registration Rights. If at any time or from
time to time after expiration of the period set forth in Section 10.1 and prior
to the fifth anniversary of this Agreement, the Company shall decide to register
any of its securities, either for its own account or the account of a security
holder or holders, other than (x) a registration relating solely to employee
benefit plans, or (y) a registration relating solely to a Commission Rule 145
transaction, the Company will:

                           (a)      promptly give to the Holder written notice
thereof, and

                           (b)      include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests made within fifteen (15) days after receipt of such
written notice from the Company by the Holder.

If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms
and conditions set forth herein.

                  1.3      Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holder as a part of the written
notice given pursuant to Section 1.2(a). In such event, the right of the Holder
to registration pursuant to Section 1.2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting, to the extent requested, to the extent provided herein. The
Holder shall (together with the Company and the other holders distributing their
securities through such underwriting (the "Other Participating Holders")) enter
into an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 1, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the number of Registrable
Securities to be included in the registration and underwriting, on a pro rata
basis based on the total number of securities (including, without limitation,
Registrable Securities) requested to be registered pursuant to registration
rights granted to the Holder and the Other Participating Holders by the Company.
To facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to the
Holder or the Other Participating Holders to the nearest one hundred (100)
shares. If the Holder or any Other Participating Holder disapproves of the terms
of any such underwriting, it, he or she may elect to withdraw therefrom by
written notice to the Company and the managing underwriter. Any securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration, and shall not be transferred in a public distribution prior to one
hundred and eighty (180) days after the effective date of the registration
statement relating thereto.

2 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

                  1.4      Right to Terminate Registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 1 prior to the effectiveness of such registration, whether or not
any Holder has elected to include securities in such registration.

         2.       Registration.

                  2.1      Right to Demand Registration. Following the second
anniversary of the date of this Agreement and prior to the fifth anniversary of
the date of this Agreement and subject to the restrictions contained in Section
2.2, if any Holder of Registrable Securities requests that the Company file a
registration statement for a public offering of Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would exceed $500,000, and the Company
is a registrant entitled to use Form S-3 to register the Registrable Securities
for such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form.

                  2.2      Limitation of Registration. A Holder shall only have
the rights set forth in Section 2.1 if the Holder previously elected to register
all of such Holder's Registrable Securities as provided in Section 1.2(b), less
than 50% of Holder's Registrable Securities were registered as required by the
managing underwriter, and the Holder has not elected to exercise Holder's
registration rights under this Section 2 more than once previously.

                  2.3      Notice. The Company will (i) promptly give written
notice of the proposed registration to all other Holders and (ii) as soon as
practicable use its best efforts to effect such registration (including, without
limitation, the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as may be
so requested and as would permit or facilitate the sale and distribution of all
or such portion of such Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any Holder or
Holders joining in such request as are specified in a written request received
by the Company within fifteen (15) days after receipt of such written notice
from the Company. The substantive provisions of Section 1 shall be applicable to
each registration initiated under this Section 2.

                  2.4      Exceptions. Notwithstanding the foregoing, the
Company shall not be obligated to take any action pursuant to this Section 2:
(i) in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii)
during the period starting with the date sixty (60) days prior to the Company's
estimated date of filing of, and ending on the date six (6) months immediately
following the effective date of, a registration statement (other than with
respect to a registration statement relating to a Rule 145 transaction, an
offering solely to employees or any other registration which is not appropriate
for the registration of Registrable Securities), provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; (iii) in any calendar year after the
Company has effected two (2) such registrations pursuant to this Section 2



3 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

in such calendar year and each such registration has been declared or ordered
effective and has remained effective for the period specified in Section 4 of
this Agreement; and (iv) if the Company shall furnish to such Holder a
certificate signed by the President of the Company stating that, in the good
faith judgment of the Board of Directors, it would be seriously detrimental to
the Company or its stockholders for registration statements to be filed in the
near future, then the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed one hundred
twenty (120) days from the receipt of the request to file such registration by
such Holder or Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.

         3.       Expenses of Registration.

                  3.1      Registration Expenses. "Registration Expenses" shall
mean all expenses incurred by the Company in complying with Sections 1 and 2
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).

                  3.2      Company's Obligation to Pay. All Registration
Expenses incurred in connection with any registration pursuant to Section 1 and
up to one registration in any calendar year after the date hereof under Section
2, and, at the Holder's option (i) the reasonable cost of one special legal
counsel to all holders of securities of the Company exercising registration
rights in any such registration or (ii) the reasonable cost of one special legal
counsel to the Holder in any such registration, shall be borne by the Company;
provided, however, that the attorney fees related to such special legal counsel
referred to in clause (ii) borne by the Company shall in no event exceed $5,000
in any calendar year. All Registration Expenses incurred in connection with any
registration pursuant to Section 2 of this Agreement above and beyond one
registration in any calendar year after the date hereof, and the cost of any
counsel for the Holder in any such registration, shall be borne by the Holder.
If a registration proceeding is begun upon the request of the Holder pursuant to
Section 1.3 (if the first request under Section 2 in any calendar year), but
such request is subsequently withdrawn, then the Holder may either: (i) bear all
Registration Expenses of such proceeding, in which case the Company shall be
deemed not to have effected a registration pursuant to Section 2 of this
Agreement, or (ii) require the Company to bear all Registration Expenses of such
proceeding, in which case the Company shall be deemed to have effected a
registration pursuant to Section 2 of this Agreement. The preceding sentence
shall not apply if, at the time of such withdrawal, the Holder has learned of a
material adverse change in the condition, business or prospects of the Company
from that known to the holder at the time of their request.

                  3.3      Selling Expenses. All Selling Expenses relating to
securities registered on behalf of the Holder shall be borne by the Holder. For
purposes of this Agreement, "Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes applicable to the
securities registered by the Holders and all fees and disbursements of counsel
for the Holders (as limited by this Section 3).




4 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

         4.       Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 4,
the Company will:

                  4.1      Registration Statement. Prepare and file with the
Commission a registration statement with respect to such securities and use its
best efforts to cause such registration statement to become and remain effective
until the distribution described in the registration statement has been
completed, but in no event longer than one hundred twenty (120) days.

                  4.2      Amendments. Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.

                  4.3      Copies of Documents. Furnish to the Holders
participating in such registration and to the underwriters, if any, of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
they may reasonably request in order to facilitate the public offering of such
securities.

                  4.4      Blue Sky Registration. Use its best efforts to
register and qualify the securities covered by such registration statement under
such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act.

                  4.5      Underwriting Agreement. In the event of any
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement.

                  4.6      Notice. Notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

                  4.7      Securities Exchange Listing. Cause all such
Registrable Securities registered pursuant hereunder to be listed on each
securities exchange or other trading market on which similar securities issued
by the Company are then listed.

                  4.8      Transfer Agent and Registrar. Provide a transfer
agent and registrar for all Registrable Securities registered pursuant hereunder
and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration.


5 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

                  4.9      Legal Opinion and Comfort Letter. Use its best
efforts to furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 4, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 4, if such securities are being
sold through underwriters, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters
and to the Holders requesting registration of Registrable Securities.

         5.       Indemnification.

                  5.1      Indemnification of Holder. The Company will indemnify
and hold harmless each Holder, each of its officers and directors and partners,
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Agreement, and each underwriter, if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all actual out-of-pocket expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including any of the
foregoing incurred in any litigation or in settlement of any litigation,
commenced or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus, preliminary prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or any violation or any alleged violation by the
Company of the Securities Act or the Exchange Act or any state securities law,
or of any rule or regulation promulgated under any of the foregoing applicable
to the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse each such Holder, each of its
officers and directors, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other actual out-of-pocket expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 5.1 shall not apply to amounts paid in
settlement of any such matter if the settlement is effected without the consent
of the Company, which consent shall not be unreasonably withheld; and provided
further that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by such Holder, controlling person or underwriter specifically for use
therein.

                  5.2      Indemnification of the Company. Each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
indemnify and hold harmless the Company, each of its directors and officers,
each underwriter, if any, of the Company's securities covered by

6 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

such a registration statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Securities Act, and each
other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
against all actual out-of-pocket expenses, claims, losses, damages and
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising out
of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein, in
light of the circumstances in which they were made, or necessary to make the
statements therein not misleading, and will reimburse the Company, such Holders,
such directors, officers, persons, underwriters or control persons for any legal
and any other actual out-of-pocket expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, as such expenses are incurred, in each case to the extent, but only to
the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by such Holder specifically for use
therein; provided, however, that the indemnity agreement contained in this
Section 5.2 shall not apply to amounts paid in settlement of any matter if the
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; and provided, further, that the maximum liability
of each selling Holder under this Section 5.2 shall be equal to the net proceeds
to such selling Holder as a result of such registration and offering.

                  5.3      Indemnification Notice. Each party entitled to
indemnification under this Section 5 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party may participate
in such defense at such party's expense; provided, however, that an Indemnified
Party (together with all other Indemnified Parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the reasonable fees and expenses of such counsel to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. The failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations under this Section 5 unless the failure to give such notice
is materially prejudicial to an Indemnifying Party's ability to defend such
action. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party (not to be unreasonably
withheld), consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.


7 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

                  5.4      Contribution. If the indemnification provided for in
this Section 5 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid of payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions that resulted
in such loss, liability, claim, damage, or expense as well as any other relevant
equitable considerations; provided, however, that, in no event shall any
contribution by a Holder under this Section 5.4 exceed the net proceeds from the
offering received by such Holder, except in the case of willful fraud by such
Holder. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.

                  5.5      Underwriting Agreement. Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.

                  5.6      Survival. The obligations of the Company and Holders
under this Section 5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 5, and otherwise.

         6.       Information by Holder. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.

         7.       Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Stock to the public without registration, the
Company agrees to use its best efforts to: (a) make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date that the Company becomes
subject to the reporting requirements of the Exchange Act; (b) file with the
Commission in a timely manner all reports and other documents required of the
Company under the Exchange Act (at any time after it has become subject to such
reporting requirements); and (c) so long as the Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of Rule 144,
a copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without registration.




8 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

         8.       Transfer of Registration Rights. The rights to cause the
Company to register securities granted to the Holder under Sections 1 and 2 may
be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by the Holder (together with any
affiliate); provided, however, that (a) such transfer shall be effected in
accordance with applicable securities laws, (b) notice of such assignment is
given to the Company, (c) such transferee or assignee (i) is a wholly-owned
subsidiary or limited liability company or constituent partner (including
limited partners, retired partners, members of a limited liability company,
trustee of a trust established for the benefit of the Holder's family, spouses
and ancestors, lineal descendants and siblings of such partners or spouses who
acquire Registrable Securities by gift, will or intestate succession) of the
Holder, or (ii) acquires from the Holder at least 10% of the Holder's Shares and
(d) agrees to be bound by the terms and conditions of this Agreement.

         9.       Termination of Rights. The rights of any particular Holder to
cause the Company to register securities under Sections 1 and 2 shall terminate
with respect to such Holder on the earlier of the fifth anniversary of the date
of this Agreement, or at such time as Rule 144 or another similar exemption
under the Securities Act of 1933 is available for the sale of all such Holders
securities during a three (3)-month period without registration.

         10.      Lock-up Agreement.

                  10.1     Lock-up. The Holders each agree that for a period of
twelve (12) months from the date of this Agreement, they will not sell, assign
or grant any option for the sale of, whether or not for consideration, directly
or indirectly, the Registrable Securities; provided, however, that any pledge of
these shares requires that the pledgee and any subsequent transferee shall be
subject to this Agreement.

                  10.2     Authorized Transfer. The Registrable Securities may
be transferred by will, the laws of descent and distribution, the operation of
law, or by order of any court of competent jurisdiction and proper venue.

                  10.3     Legend. A notice shall be placed on the face of each
stock certificate of the Registrable Securities stating that the Registrable
Securities are restricted in accordance with the conditions set forth on the
reverse side of the certificate and a typed legend shall provide as follows:
"The shares represented by this certificate are subject to certain sale and
transfer restrictions until April 2, 2005, by an agreement between the security
holder and issuer, which is on file with the issuer and the stock transfer agent
from which a copy is available upon request and without charge."

         11.      Miscellaneous.

                  11.1     Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and the holders of a majority of the
Registrable Securities.

                  11.2     Entire Agreement. This Agreement is the entire
agreement is the entire agreement and understanding of the parties hereto as to
the subject matter contained herein. There are no restrictions, promises,
warranties, covenants, or undertakings other than those



9 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

expressly set forth or referred to in this Agreement. This Agreement supersedes
all prior agreements and undertakings, whether written or oral, among the
parties with respect to the subject matter hereof.

                  11.3     Successors and Assigns. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of such Registrable
Securities.

                  11.4     Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

                  11.5     Counterparts. This Agreement may be executed
simultaneously in two or more counterparts (including by means of telecopied
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

                  11.6     Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Oregon without
reference to the choice of law doctrine. Venue shall be in Multnomah County.

                  11.7     Notices. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, one (1) business day after sent to the recipient by
reputable overnight courier service (charges prepaid) or two (2) business days
after mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to each Holder and to the Company at the addresses indicated
below:

         If to MICG:
         ----------

                  Microfield Group, Inc.
                  Attn:  William C. McCormick
                  1631 NW Thurman Street, Suite 310
                  Portland, OR 97209

         With a copy to:

                  Dunn Carney Allen Higgins & Tongue LLP
                  Attn:  Jonathan A. Bennett
                  851 SW Sixth Avenue, Suite 1500
                  Portland, OR 97204




10 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

         If to Christenson Leasing Company, LLC, Christenson
         ---------------------------------------------------
         Electric, Inc., or JW Assurance and Holding Limited:
         ---------------------------------------------------

                  Robert Jesenik
                  Suite 300
                  1631 NW Thurman Street
                  Portland OR 97209

         If to JMW Group, LLC, or JMW Capital Partners, Inc.:
         ---------------------------------------------------

                  Robert J. Jesenik
                  Suite 300
                  1631 NW Thurman Street
                  Portland OR 97209

         If to Steven M. Wright:
         ----------------------

                  Steven M. Wright
                  1631 NW Thurman Street, Suite 310
                  Portland, OR 97209

         If to R. Patrick Hanlin:
         -----------------------

                  R. Patrick Hanlin
                  7303 SE Lake Road
                  Portland, OR   97267

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party given
in accordance with this section.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

MICROFIELD GROUP, INC.                CHRISTENSON LEASING COMPANY, LLC

                                      By: JMW CAPITAL PARTNERS, INC.,
                                          Manager

By: /s/ WILLIAM C. MCCORMICK          By: /s/ ROBERT J. JESENIK
   --------------------------------      ---------------------------------------
   William C. McCormick, President       Robert J. Jesenik, CEO

JMW CAPITAL PARTNERS, INC.                CHRISTENSON ELECTRIC, INC.



By: /s/ ROBERT J. JESENIK             By: /s/ ROBERT J. JESENIK
   --------------------------------      ---------------------------------------
   Robert J. Jesenik, CEO             Its: CEO
                                          --------------------------------------


11 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

JW ASSURANCE AND HOLDING              JMW GROUP, LLC
LIMITED

                                      By: JMW CAPITAL PARTNERS, INC.
                                          Manager

By: /s/ ROBERT J. JESENIK              /s/ ROBERT J. JESENIK
   --------------------------------   ------------------------------------------
   Robert J. Jesenik, President       Robert J. Jesenik, Chief Executive Officer



/s/ STEVEN M. WRIGHT                   /s/ R. PATRICK HANLIN
- -----------------------------------   ------------------------------------------
Steven M. Wright                      R. Patrick Hanlin











































12 - REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
PDX/112816/141153/DLH/1395579.1

EX-99.28

                             BUSINESS LOAN AGREEMENT


- ------------ ---------------------------------- --------- ----------------------------------
                                                 
BORROWER:    CHRISTENSON VELAGIO, INC.          LENDER:   DESTINATION CAPITAL, LLC
- ---------    1631 NW THURMAN STREET, SUITE 200  -------   1631 NW THURMAN STREET, SUITE 400
             PORTLAND, OREGON 97209                       PORTLAND, OREGON  97209
                                                          TELEPHONE: (503) 419-3500
- ------------ ---------------------------------- --------- ----------------------------------


         1.       THIS BUSINESS LOAN AGREEMENT ("Agreement") dated August 24,
2004, is made and executed between Christenson Velagio, Inc., an Oregon
corporation ("Borrower"), and Destination Capital, LLC , an Oregon limited
liability company ("Lender"), on the following terms and conditions. Borrower
has received prior commercial loans from Lender or has applied to Lender for a
commercial loan or loans or other financial accommodations, including those
which may be described on any exhibit or schedule attached to this Agreement
("Loans" and each a "Loan"). The Loan amount will be, in Lender's sole
discretion, in the principal amount of not less than $1,250,000 and not more
than $2,000,000 and will include the initial Advance of $300,000 made to
Borrower on or about July 27, 2004. Lender will notify Borrower of the specific
Loan amount that is available to Borrower. Borrower understands and agrees that:
(a) in granting, renewing, or extending any Loan, Lender is relying upon
Borrower's representations, warranties, and agreements as set forth in this
Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's sole judgment and discretion; and (c) all
such Loans shall be and remain subject to the terms and conditions of this
Agreement.

         2.       TERMS. This Agreement shall be effective as of the date of
this Agreement, and shall continue in full force and effect until such time as
all Loans in favor of Lender have been paid in full, including principal,
interest, costs, expenses, attorneys' fees and other fees and charges, or until
such time as the parties may agree in writing to terminate this Agreement. The
principal terms of the Loan to be reflected in the Note are as follows:

                  a.       INTEREST. Interest shall be calculated on the basis
of a 365-day year and actual days elapsed and shall accrue on the unpaid balance
of the Loan at the prime rate of interest (the "Prime Rate") as publicly
announced by U.S. Bank National Association, fully floating, plus 10% (1000
basis points). However, should an Event of Default occur, interest shall accrue
at the Prime Rate plus 12% (1200 basis points).

                  b.       PAYMENTS. Commencing 1 month after the effective date
of this Agreement, and continuing on the same day of each month thereafter,
Borrower shall make 9 monthly payments of interest only. Thereafter, Borrower
shall make 15 monthly principal payments of $83,333 plus accrued and unpaid
interest. In addition, Borrower shall make payments in the amount of any
proceeds realized by Borrower or its parent, Microfield Group, Inc.
("Microfield" or "Guarantor"), from debt or equity offerings by Borrower or
Microfield while the Loan is outstanding.

                  c.       MATURITY. The outstanding principal balance and all
accrued and unpaid interest shall be due and payable on or before the second
anniversary after the effective

1 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

date of this Agreement; provided, however, that after the occurrence of an Event
of Default, the outstanding principal and all accrued interest shall be payable
on demand. In addition, the outstanding principal balance and all accrued and
unpaid interest shall be due and payable in the event of (1) a sale of all or
substantially all of the assets or stock of Borrower, or (2) the transfer of
ownership or beneficial interest, by merger or otherwise, of 25% or more of the
stock of Borrower.

                  d.       EXTENSION OF MATURITY. Provided that no Event of
Default is then continuing in effect, Borrower may elect to extend the scheduled
maturity date of the Loan for up to an additional 6 months if Borrower
demonstrates to the reasonable satisfaction of Lender that Borrower is then
involved in a specific transaction to raise additional capital in a sufficient
amount to pay all of Borrower's Indebtedness and the transaction is reasonably
expected to close within the extension period. Borrower shall give Lender notice
of Borrower's intent to extend the maturity date at least 30 days prior to the
scheduled maturity date and shall provide Lender with information requested to
verify the capital raise transaction. As a condition of extending the maturity
date, Borrower will pay Lender a renewal fee to be negotiated by Borrower and
Lender and will continue to make monthly principal payments of $83,333 plus
accrued and unpaid interest and any other payments required by this Agreement.
The outstanding principal balance and all accrued and unpaid interest shall be
paid immediately upon the closing of Borrower's capital raise transaction.

                  e.       PREPAYMENT. Borrower agrees that all loan fees and
other prepaid finance charges are earned fully as of the date of the Loan and
will not be subject to refund upon early payment (whether voluntary or as a
result of default), except as otherwise required by law. All or any portion of
the Loan may be prepaid at any time. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower's obligation to continue to
make payments under the payment schedule; early payments will reduce the
outstanding principal balance due. Borrower agrees not to send Lender payments
marked "paid in full", "without recourse", or similar language. If Borrower
sends such payment, Lender may accept it without losing any of Lender's rights
under this Note, and Borrower will remain obligated to pay any further amount
owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that payment
constitutes "payment in full" of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of any disputed amount must be
mailed or delivered to Lender at the address above.

         3.       CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligations to
make the initial Advance and each subsequent Advance under this Agreement shall
be subject to the fulfillment to Lender's satisfaction of all of the conditions
set forth in this Agreement and in the Related Documents.

                  a.       LOAN DOCUMENTS. Borrower shall execute and deliver or
otherwise provide to Lender the following documents for the Loan: (1) the Note;
(2) Security Agreements granting to Lender security interests in the Collateral;
(3) financing statements and all other documents perfecting Lender's Security
Interests; (4) evidence of insurance as required below; (5) guaranties; (6)
subordinations or inter-creditor agreements; (7) together with all such






2 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

Related Documents as Lender may require for the Loan; all in form and substance
satisfactory to Lender and Lender's counsel.

                  b.       AUTHORIZATIONS. Borrower shall have provided in form
and substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the
Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its counsel
may require.

                  c.       PAYMENT OF FEES AND EXPENSES. Borrower shall have
paid to Lender all fees, charges and other expenses which are then due and
payable as specified in this Agreement or any Related Document, including
without limitation a fully-earned, non-refundable loan commitment fee for this
credit facility in the amount of 2% of amounts actually loaned to Borrower; this
fee shall be paid to Lender at the time of each Loan disbursement. Borrower will
pay or reimburse Lender for all customary, ordinary and reasonable costs
incurred by Lender in connection with the Loan based on actual documented costs.

                  d.       REPRESENTATIONS AND WARRANTIES. The representations
and warranties set forth in this Agreement, in the Related Documents, and in any
document or certificate delivered to Lender under this Agreement are true and
correct.

                  e.       NO EVENT OF DEFAULT. There shall not exist at the
time of any Advance a condition which, with the passage of time or otherwise,
would constitute an Event of Default under this Agreement or under any Related
Document.

                  f.       STOCK WARRANTS. As additional consideration to Lender
for making the Loan to Borrower, Borrower will cause its parent, Microfield, to
issue and deliver to Lender a warrant or warrants to purchase common shares of
Microfield. Beginning August 1, 2004, Lender shall be entitled to a warrant
granting the right to purchase that number of shares, calculated on a monthly
basis, equal to 12.5% of the principal balance of the Loan on the first day of
each month that the Loan is outstanding. For example, if the principal balance
of the Loan is $300,000 on August 1, $1,250,000 on September 1 and $2,000,000 on
October 1, Lender is entitled to a warrant(s) for 443,750 shares. The warrant(s)
will be delivered to Lender no later than the maturity date of the Loan as set
forth in Section 2 above; however, Lender may require by notice to Borrower that
a warrant or warrants be delivered prior to maturity, but not more frequently
than every 3 months. The exercise price will be the lesser of $0.38 per share or
the price applicable to any shares, warrants or options (excluding options
granted to employees or directors) issued by Microfield while the Loan is
outstanding. The warrants will be assignable by Lender, will permit a cashless
exercise by the holder, and will provide for the most favorable registration
rights for the shares subject to the warrants as have been granted to any
current shareholder of Microfield. A cashless exercise means (1) payment through
a "same day sale" commitment from the holder and an NASD broker-dealer, or (2) a
"net exercise" where the holder may elect to receive shares equal to the value
of the warrant by surrendering warrant shares according to a formula based on
the average closing ask price for the shares for the 10 preceding trading days.
Microfield's Board of Directors shall have approved its agreement to issue these
warrants as a condition of any Advance by Lender. If requested by Lender,
Borrower shall also provide a written agreement by Microfield shareholders
holding a majority of voting


3 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

shares to approve the issuance of such warrants and to increase authorized
shares of Microfield as necessary to accommodate the exercise of the warrants.

         4.       REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Lender, as of the date of this Agreement, as of the date of each
disbursement of Loan proceeds, as of the date of any renewal, extension or
modification of any Loan, and at all times any Indebtedness exists:

                  a.       ORGANIZATION. Borrower is, and at all times shall be,
duly organized, validly existing and in good standing under and by virtue of the
laws of the state of its incorporation or formation. Borrower is duly authorized
to transact business in all other states in which Borrower is doing business,
having obtained all necessary filings, governmental licenses and approvals for
each state in which Borrower is doing business. Specifically, Borrower is, and
all times shall be, duly qualified to do business in all states in which the
failure to so qualify would have a material adverse effect on its business or
financial condition. Borrower has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. Borrower maintains its principal office at the
address set forth on the first page of this Agreement, and any other office
locations are listed in the Disclosure Schedule attached to this Agreement.
Unless Borrower has designated otherwise in writing, the principal office is the
office at which Borrower keeps its books and records including its records
concerning the Collateral. Borrower will notify Lender at least thirty (30) days
prior to any change in the location of Borrower's state of organization or any
change in Borrower's name. Borrower shall do all things necessary to preserve
and to keep in full force and effect its existence, rights and privileges, and
shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable
to Borrower and Borrower's business activities.

                  b.       ASSUMED BUSINESS NAMES. Borrower has filed or
recorded all documents or filings required by law relating to all assumed
business names used by Borrower. Excluding the name of Borrower, a complete list
of all assumed business names under which Borrower does business is listed in
the attached Disclosure Schedule.

                  c.       AUTHORIZATION. Borrower's execution, delivery and
performance of this Agreement and all the Related Documents have been duly
authorized by all necessary action by Borrower and do not conflict with, result
in a violation of, or constitute a default under (1) any provision of Borrower's
articles of organization, operating agreement, articles of incorporation, other
organizational documents or agreements or instruments binding upon Borrower or
(2) any law, governmental regulation, court decree or order applicable to
Borrower or to Borrower's properties.

                  d.       FINANCIAL INFORMATION. Each of Borrower's financial
statements supplied to Lender truly and completely disclosed Borrower's
financial condition as of the date of the statement, and there has been no
material adverse change in Borrower's financial condition subsequent to the date
of the most recent financial statement supplied to Lender. Borrower has no
material contingent obligations except as disclosed in such financial
statements.





4 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                  e.       GUARANTOR'S CAPITAL STOCK. The shares of common stock
to be issued by Microfield upon exercise of the warrant(s) referenced in Section
3 above will be duly authorized, validly issued, fully paid and nonassessable.

                  f.       LEGAL EFFECT. This Agreement constitutes, and any
instrument or agreement Borrower is required to give under this Agreement when
delivered will constitute, legal, valid and binding obligations of Borrower
enforceable against Borrower in accordance with their respective terms.

                  g.       PROPERTIES. Except as contemplated by this Agreement
or as previously disclosed in Borrower's financial statements or in writing to
Lender and as accepted by Lender, and except for property tax liens for taxes
not presently due and payable, Borrower owns and has good title to all of
Borrower's properties free and clear of all Security Interests, and has not
executed any security documents or financing statements relating to such
properties. All of Borrower's properties are titled in Borrower's legal name,
and Borrower has not used or filed a financing statement under any other name
for at least the last five (5) years.

                  h.       HAZARDOUS SUBSTANCES. Except as disclosed to and
acknowledged by Lender in writing, Borrower represents and warrants that: (1)
During the period of Borrower's ownership of Borrower's Collateral, there has
been no use, generation, manufacture, storage, treatment, disposal, release or
threatened release of any Hazardous Substance by any person on, under, about or
from any of the Collateral. (2) Borrower has no knowledge of, or reason to
believe that there has been (a) any breach or violation of any Environmental
Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance on, under, about or
from the Collateral by any prior owners or occupants of any of the Collateral;
or (c) any actual or threatened litigation or claims of any kind by any person
relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent
or other authorized user of any of the Collateral shall use, generate,
manufacture, store, treat, dispose of or release any Hazardous Substance on,
under, about or from any of the Collateral, except to the extent any such
activity is permitted under applicable Environmental Laws and conducted in
compliance with all applicable federal, state and local laws, regulations and
ordinances including without limitation all Environmental Laws. Borrower
authorizes Lender and its agents to enter upon the Collateral to make such
inspections and tests as Lender may deem appropriate to determine compliance of
the Collateral with this section of the Agreement. Any inspections or tests made
by Lender shall be at Borrower's expense and for Lender's purposes only and
shall not be construed to create any responsibility or liability on the part of
Lender to Borrower or to any other person. The representations and warranties
contained herein are based on Borrower's due diligence in investigating the
Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1)
releases and waives any future claims against Lender for indemnity or
contribution in the event Borrower becomes liable for cleanup or other costs
under any such laws, and (2) agrees to indemnify and hold harmless Lender
against any and all claims, losses, liabilities, damages, penalties and expenses
which Lender may directly or indirectly sustain or suffer resulting from a
breach of this section of the Agreement or as a consequence of any use,
generation, manufacture, storage, disposal, release or threatened release of a
hazardous waste or substance on the Collateral, or as a result of a violation of
any Environmental Laws. The provisions of this section of the Agreement,
including the obligation to indemnify, shall survive the payment of the
Indebtedness and the termination, expiration or satisfaction of this Agreement


5 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

and shall not be affected by Lender's acquisition of any interest in any of the
Collateral, whether by foreclosure or otherwise.

                  i.       LITIGATION AND CLAIMS. No litigation, claim,
investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Borrower is pending or threatened, and no other event has
occurred which may materially adversely affect Borrower's financial condition or
properties, other than litigation, claims or other events, if any, that have
been disclosed to Lender in the Disclosure Schedule.

                  j.       TAXES. To the best of Borrower's knowledge, all of
Borrower's tax returns and reports that are or were required to be filed, have
been filed, and all taxes, assessments and other governmental charges have been
paid in full, except those presently being or to be contested by Borrower in
good faith in the ordinary course of business and for which adequate reserves
have been provided.

                  k.       LIEN PRIORITY. Unless otherwise previously disclosed
to Lender in writing, and except for Security Interests in favor of CAPCO
Financial Company, Borrower has not entered into or granted any Security
Agreements, or permitted the filing or attachment of any Security Interests on
or affecting any of the Collateral securing repayment of Borrower's Loan and
Note, that would be prior or that may in any way be superior to Lender's
Security Interests and rights in and to such Collateral.

                  l.       BINDING EFFECT. This Agreement, the Note, all
Security Agreements (if any) and all Related Documents are binding upon the
signers thereof, as well as upon their successors, representatives and assigns,
and are legally enforceable in accordance with their respective terms.

         5.       AFFIRMATIVE COVENANTS. Borrower covenants and agrees with
Lender that, so long as this Agreement remains in effect, Borrower will:

                  a.       NOTICES OF CLAIMS AND LITIGATION. Promptly inform
Lender in writing of (1) all material adverse changes in Borrower's financial
condition, and (2) all existing and all threatened litigation, claims,
investigations, administrative proceedings or similar actions affecting Borrower
or any Guarantor which could materially affect the financial condition of
Borrower or the financial condition of any Guarantor.

                  b.       FINANCIAL RECORDS. Maintain its books and records in
accordance with GAAP, applied on a consistent basis, and permit Lender to
examine and audit Borrower's books and records at all reasonable times.

                  c.       FINANCIAL STATEMENTS. Furnish Lender with the
following:

                  (i)      ANNUAL STATEMENTS. As soon as available, but in no
event later than one hundred twenty (120) days after the end of each fiscal
year, Borrower's balance sheet and income statements for the year ended, audited
or reviewed by a certified public accountant reasonably satisfactory to Lender.







6 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                  (ii)     INTERIM STATEMENTS. As soon as available, but in no
event later than forty-five (45) days after the end of each month, Borrower's
unaudited balance sheet and profit and loss statement for the period ended,
prepared by Borrower in form satisfactory to Lender.

                  (iii)    ADDITIONAL REQUIREMENTS. Borrower shall provide
unaudited monthly cash flow forecasts and annual tax returns within fifteen (15)
days of filing.

                  d.       GAAP. All financial reports required to be provided
under this Agreement shall be prepared according to GAAP, applied on a
consistent basis, and certified by Borrower as being true and correct.

                  e.       ADDITIONAL INFORMATION. Furnish such additional
information and statements as Lender may request from time to time.

                  f.       FINANCIAL COVENANTS AND RATIOS. [Intentionally
deleted]

                  g.       INSURANCE. Maintain fire and other risk insurance,
public liability insurance and such other insurance as Lender may require with
respect to Borrower's properties and operations, in form, amounts, coverages and
with insurance companies acceptable to Lender. Borrower, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of
insurance in form satisfactory to Lender, including stipulations that coverages
will not be cancelled or diminished without at least thirty (30) days prior
written notice to Lender. Each insurance policy also shall include an
endorsement providing that coverage in favor of Lender will not be impaired in
any way by any act, omission or default of Borrower or any other person. In
connection with all policies covering assets in which Lender holds or is offered
a Security Interest for the Loans, Borrower will provide Lender with such
lender's loss payable or other endorsements as Lender may require.

                  h.       GUARANTIES. Prior to the disbursement of any Loan
proceeds, furnish executed guaranties of the Loans in favor of Lender, executed
by the Guarantors named below, on Lender's forms, for the full amount of all
obligations under this Agreement.

                                    Names of Guarantors
                                    -------------------

                                    Microfield Group, Inc.

                  i.       SUBORDINATION. Prior to the disbursement of any Loan
proceeds, deliver to Lender subordination agreements on Lender's forms, executed
by Borrower's creditors named below, subordinating all of Borrower's
indebtedness to such creditors, or such lesser amounts as may be agreed to by
Lender in writing, and any Security Interests in collateral securing that
indebtedness to the Loans and Security Interests of Lender.

                                    Names of Creditors
                                    ------------------

                                    None




7 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                  j.       OTHER AGREEMENTS. Comply with all terms and
conditions of all other agreements, whether now or hereafter existing, between
Borrower and any other party and notify Lender immediately in writing of any
default in connection with any other such agreements.

                  k.       LOAN PROCEEDS. Use all Loan proceeds solely for
Borrower's business operations, unless specifically consented to the contrary by
Lender in writing.

                  l.       TAXES, CHARGES AND LIENS. Pay and discharge when due
all of its indebtedness and obligations, including without limitation all
assessments, taxes, governmental charges, levies and liens, of every kind and
nature, imposed upon Borrower or its properties, income or profits, prior to the
date on which penalties would attach, and all lawful claims that, if unpaid,
might become a lien or charge upon any of Borrower's properties, income or
profits.

                  m.       PERFORMANCE. Perform and comply in a timely manner
with all terms, conditions and provisions set forth in this Agreement, in the
Related Documents, and in all other instruments and agreements between Borrower
and Lender. Borrower shall notify Lender immediately in writing of any default
in connection with any agreement.

                  n.       OPERATIONS. Maintain executive and management
personnel with substantially the same qualifications and experience as the
present executive and management personnel; provide written notice to Lender of
any change in executive and management personnel; and conduct its business
affairs in a reasonable and prudent manner.

                  o.       ENVIRONMENTAL STUDIES. Promptly conduct and complete,
at Borrower's expense, all such investigations, studies, samplings and testings
as may be requested by Lender or any governmental authority relative to any
substance, or any waste or by-product of any substance, defined as toxic or a
hazardous substance under applicable federal, state or local law, rule,
regulations, order or directive, on or affecting any property or any facility
owned, leased or used by Borrower.

                  p.       COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply
with all laws, ordinances and regulations, now or hereafter in effect, of all
governmental authorities, applicable to the conduct of Borrower's properties,
businesses and operations, and to the use or occupancy of the Collateral,
including without limitation, the Americans With Disabilities Act. Borrower may
contest in good faith any such law, ordinance or regulation and withhold
compliance during any proceeding, including appropriate appeals, so long as
Borrower has notified Lender in writing prior to doing so and so long as, in
Lender's sole opinion, Lender's interests in the Collateral are not jeopardized.
Lender may require Borrower to post adequate security or surety bond, reasonably
satisfactory to Lender, to protect Lender's interest.

                  q.       INSPECTION. Permit employees or agents of Lender at
any reasonable time to inspect any and all Collateral for the Loan or Loans and
Borrower's other properties and to examine or audit Borrower's books, accounts
and records and to make copies and memoranda of Borrower's books, accounts and
records. If Borrower now or at any time hereafter maintains any records
(including without limitation computer generated records and computer software
programs for the generation of such records) in the possession of a third


8 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

party, Borrower, upon request of Lender, shall notify such party to permit
Lender free access to such records at all reasonable times and to provide Lender
with copies of any records it may request, all at Borrower's expense.

                  r.       COMPLIANCE CERTIFICATES. Unless waived in writing by
Lender, provide Lender at least annually with a certificate executed by
Borrower's chief financial officer, or other officer or person acceptable to
Lender, certifying that the representations and warranties set forth in this
Agreement are true and correct as of the date of the certificate and further
certifying that, as of the date of the certificate, no Event of Default has
occurred and no event has occurred which, with the passage of time or otherwise,
would constitute an Event of Default.

                  s.       ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall
comply in all respects with any and all Environmental Laws and shall furnish to
Lender promptly and in any event within thirty (30) days after receipt thereof a
copy of any notice, summons, lien, citation, directive, letter or other
communication from any governmental agency or instrumentality concerning any
intentional action or omission on Borrower's part in connection with any
environmental activity whether or not there is damage to the environment and/or
other natural resources.

                  t.       ADDITIONAL ASSURANCES. Make, execute and deliver to
Lender such promissory notes, mortgages, deeds of trust, security agreements,
assignments, financing statements, instruments, documents and other agreements
as Lender or its counsel may reasonably request to evidence and secure the Loans
and to perfect all Security Interests.

         6.       LENDER'S EXPENDITURES. If any action or proceeding is
commenced that would materially affect Lender's interest in the Collateral or if
Borrower fails to comply with any provision of this Agreement or any Related
Documents or Borrower's agreements with CAPCO Financial Company, including but
not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents or the CAPCO Financial Company agreements, Lender on Borrower's behalf
may (but shall not be obligated to) take any action that Lender deems
appropriate, including but not limit to discharging or paying all taxes, liens,
security interests, encumbrances and other claims, at any time levied or placed
on any Collateral and paying all costs for insuring, maintaining and preserving
any Collateral. All such expenditures incurred or paid by Lender for such
purposes will then bear interest at the rate charged under the Note from the
date incurred or paid by Lender to the day of repayment by Borrower. All such
expenses will become a part of the Indebtedness and, at Lender's option, will
(a) be payable on demand; (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (c) be treated as a balloon payment which will be
due and payable at the Note's maturity.

         7.       NEGATIVE COVENANTS. Borrower covenants and agrees with Lender
that while this Agreement is in effect, Borrower shall not, without the prior
written consent of Lender:






9 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                  a.       INDEBTEDNESS AND LIENS. (1) Except for trade debt
incurred in the normal course of business and indebtedness to Lender
contemplated by this Agreement, create, incur or assume indebtedness for
borrowed money, including capital leases, (2) sell, transfer, mortgage, assign,
pledge, lease, grant a security interest in, or encumber any of Borrower's
assets (except as allowed as Permitted Liens), or (3) sell any of Borrower's
accounts, except to CAPCO Financial Company or Lender.

                  b.       CONTINUITY OF OPERATIONS. (1) Engage in any business
activities substantially different than those in which Borrower is presently
engaged, (2) cease operations, liquidate, merge, transfer, acquire or
consolidate with any other entity, change its name, dissolve or transfer or sell
Collateral, except for sales of inventory in the ordinary course of business, or
(3) make any distribution with respect to any capital account, whether by
reduction of capital or otherwise.

                  c.       LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest
in or advance money or assets, (2) purchase, create or acquire any interest in
any other enterprise or entity, or (3) incur any obligations as surety or
guarantor other than in the ordinary course of business.

         8.       CESSATION OF ADVANCES. If Lender has made any commitment to
make any Loan to Borrower, whether under this Agreement or under any other
agreement, Lender shall have no obligation to make Loan Advances or to disburse
Loan proceeds if: (a) Borrower or any Guarantor is in default under the term of
this Agreement or any of the Related Documents or any other agreement that
Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor dies,
becomes incompetent or becomes insolvent, files a petition in bankruptcy or
similar proceedings, or is adjudged as bankrupt; (c) there occurs a material
adverse change in Borrower's financial condition, in the financial condition of
any Guarantor, or in the value of any Collateral securing any Loan; or (d) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

         9.       DEFAULT. Each of the following shall constitute an Event of
Default under this Agreement.

                  a.       PAYMENT DEFAULT. Borrower fails to make any payment
when due under the Note.

                  b.       OTHER DEFAULTS. Borrower or any Grantor fails to
comply with or to perform any other term, obligation, covenant or condition
contained in the Note or in any of the Related Documents or to comply with or to
perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower. If any failure, other than a failure to
pay money, is curable and if Borrower or a Grantor, as the case may be, has not
been given a notice of a similar breach within the preceding twelve (12) months,
it may be cured (and no Event of Default will have occurred) if Borrower or a
Grantor, as the case may be, after delivery of written notice from Lender
demanding cure of such failure: (a) cures the failure within fifteen (15) days;
or (b) if the cure requires more than 15 days, immediately initiates steps





10 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

sufficient to cure the failure and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance within sixty
(60) days after notice is sent.

                  c.       DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any
Grantor defaults under any loan, extension of credit, security agreement,
purchase or sales agreement, or any other agreement, in favor of any other
creditor or person (specifically including agreements with CAPCO Financial
Company) that may materially affect any of Borrower's property or Borrower's
ability to repay the Note or perform Borrower's obligations under the Note or
any of the Related Documents.

                  d.       FALSE STATEMENTS. Any warranty, representation or
statement made or furnished to Lender by Borrower or on Borrower's behalf under
this Agreement, the Note or the Related Documents is false or misleading in any
material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.

                  e.       DEATH OR INSOLVENCY. The dissolution of Borrower
(regardless of whether election to continue is made), any member withdraws from
Borrower, or any other termination of Borrower's existence as a going business
or the death of any member, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Borrower.

                  f.       CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of
foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by
any governmental agency against any collateral securing the loan.

                  g.       EVENTS AFFECTING GUARANTOR. Any of the preceding
events occurs with respect to any Guarantor of any of the Indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the Indebtedness evidenced by the Note. In
the event of a Guarantor's death, Lender, at its sole option, may permit the
Guarantor's estate to assume unconditionally the obligations arising under the
guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of
Default.

                  h.       ADVERSE CHANGE. A material adverse change occurs in
Borrower's financial condition, or Lender believes the prospect of payment
performance of the Note has been impaired.

                  i.       INSECURITY. Lender in good faith believes itself
insecure.

         10.      EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall
occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the
Related Documents or any other agreement immediately will terminate (including
any obligation to make further Loan Advances or disbursements), and, at Lender's
option all Indebtedness immediately will become due and payable, all without
notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the "Insolvency" subsection above, such acceleration
shall be


11 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform any obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

         If any Event of Default shall occur, Borrower will make (or instruct
any third party holding Borrower's funds to do so) daily payments to Lender
equal to 15% of Borrower's receivable collections for the prior business day. If
CAPCO Financial Company or another lender is directly receiving Borrower's
receivable collections, Borrower agrees to execute an agreement with CAPCO (or
other lender) and Lender providing that, if any Event of Default shall occur,
Lender may direct CAPCO (or other lender) to remit 15% of the daily collections
directly to Lender. If any Event of Default shall occur, Borrower shall provide
Lender with (a) a copy of each Borrower's Certificate provided to CAPCO or
similar lender, (b) weekly accounts receivable aging report, and (c) weekly
accounts payable aging report, including all related-party and intercompany
payables.

         11.      MISCELLANEOUS PROVISIONS. The following miscellaneous
provisions are a part of this Agreement:

                  a.       AMENDMENTS. This Agreement, together with any Related
Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Agreement. No alteration of or amendment to
this Agreement shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.

                  b.       ATTORNEYS' FEES; EXPENSES. Lender may hire or pay
someone else to help collect the Indebtedness if Borrower does not pay. Borrower
will pay Lender that amount. This includes, subject to any limits under
applicable law, Lender's reasonable attorneys' fees and legal expenses, whether
or not there is a lawsuit, including without limitation attorneys' fees and
expenses incurred by Lender at trial, on appeal, and in any arbitration or
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction). If not prohibited by applicable law, Borrower also will pay any
court costs, in addition to all other sums provided by law.

                  c.       CAPTION HEADINGS. Caption headings in this Agreement
are for convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.

                  d.       ASSIGNMENTS. Borrower acknowledges that Lender may
(i) sell and assign its interest in this Agreement, the Note, the payments due
thereunder and the Related Documents, in whole or in part, to an assignee (the
"Assignee") which may be represented by a bank or trust company acting as a
trustee of such Assignee. BORROWER ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER
BY LENDER OR ANY ASSIGNEE SHALL NOT MATERIALLY CHANGE BORROWER'S OBLIGATIONS
UNDER THE ASSIGNED






12 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

NOTE AND RELATED DOCUMENTS. Any Assignee shall be entitled to enforce all the
rights so assigned but be under no obligation to Borrower to perform any of
Lender's obligations under the assigned Note and any Related Documents, the sole
remedy of Borrower being against Lender with Borrower's right against Lender
being unaffected except as provided herein. Borrower agrees that upon notice of
assignment of the Note and any Related Documents, it shall pay directly to the
Assignee, unconditionally, all amounts which become due thereunder. Borrower
specifically covenants and agrees that it will not assert against any Assignee
any claims by way of abatement, defense, set-off, counterclaim, recoupment or
otherwise which Borrower may have against Lender or any third party, and
BORROWER SHALL NOT ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION FOR NOTE PAYMENTS
OR OTHER MONEYS PAYABLE THEREUNDER ANY DEFENSE EXCEPT THE DEFENSE OF PAYMENT TO
SUCH ASSIGNEE. Upon Lender's request, Borrower will acknowledge to any assignee
receipt of Lender's notice of assignment.

                  e.       GOVERNING LAW. This Agreement will be governed by,
construed and enforced in accordance with the laws of the State of Oregon. This
Agreement has been accepted by Lender in the State of Oregon. Venue for any
action shall be in Multnomah County, Oregon.

                  f.       NO WAIVER BY LENDER. Lender shall not be deemed to
have waived any rights under this Agreement unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in
exercising any right shall operate as a waiver of such right or any other right.
A waiver by Lender of a provision of this Agreement shall not prejudice or
constitute a waiver of Lender's right otherwise to demand strict compliance with
that provision or any other provision of this Agreement. No prior waiver by
Lender, nor any course of dealing between Lender and Borrower, or between Lender
and any Grantor, shall constitute a waiver of any of Lender's rights or of any
of Borrower's or any Grantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Agreement, the granting of
such consent by Lender in any instance shall not constitute continuing consent
to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.

                  g.       NOTICES. Any notice required to be given under the
Agreement shall be given in writing, and shall be effective when actually
delivered, when deposited with a nationally recognized overnight courier for
next business day delivery, or if mailed, when deposited in the United States
mail as first class, certified or registered mail with postage prepaid, directed
to the addresses shown near the beginning of this Agreement. Any party may
change its address for notices under this Agreement by giving written notice to
the other parties, specifying that the purpose of the notice is to change the
party's address. Unless otherwise provided or required by law, if there is more
than one Borrower, any notice given by Lender to any Borrower is deemed to be
notice given to all Borrowers.

                  h.       SEVERABILITY. If a court of competent jurisdiction
finds any provision of this Agreement to be illegal, invalid or unenforceable as
to any circumstance, that finding shall not make the offending provision
illegal, invalid or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid
and enforceable. If the offending provision cannot be so modified, it shall be
considered deleted from this Agreement. Unless otherwise required by law, the
illegality, invalidity or



13 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

unenforceability of any provision of this Agreement shall not affect the
legality, validity or enforceability of any other provision of this Agreement.

                  i.       SUBSIDIARIES AND AFFILIATES OF BORROWER. To the
extent the context of any provision of this Agreement makes it appropriate,
including without limitation any representation, warranty or covenant, the word
"Borrower" as used in this Agreement shall include all of Borrower's
subsidiaries and affiliates. Notwithstanding the foregoing however, under no
circumstances shall this Agreement be construed to require Lender to make any
Loan or other financial accommodation to any of Borrower's subsidiaries or
affiliates.

                  j.       SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein by or on behalf of Borrower shall bind Borrower's successors
and assigns and shall inure to the benefit of Lender and its successors and
assigns. Borrower shall not, however, have the right to assign Borrower's rights
under this Agreement or any interest therein without the prior written consent
of Lender.

                  k.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower
understands and agrees that in making the Loan, Lender is relying on all
representations, warranties and covenants made by Borrower in this Agreement or
in any certificate or other instrument delivered by Borrower to Lender under
this Agreement or the Related Documents. Borrower further agrees that regardless
of any investigation made by Lender, all such representations, warranties and
covenants will survive the making of the Loan and delivery to Lender of the
Related Documents, shall be continuing in nature, and shall remain in full force
and effect until such time as Borrower's Indebtedness shall be paid in full, or
until this Agreement shall be terminated in the manner provided above, whichever
is the last to occur.

                  l.       TIME IS OF THE ESSENCE. Time is of the essence in the
performance of this Agreement.

                  m.       JURY WAIVER. ALL PARTIES TO THIS AGREEMENT HEREBY
WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY.

         12.      DEFINITIONS. The following capitalized words and terms shall
have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in
lawful money of the United States of America. Words and terms used in the
singular shall include the plural, and the plural shall include the singular, as
the context may require. Words and terms not otherwise defined in this Agreement
shall have the meanings attributed to such terms in the Uniform Commercial Code.
Accounting words and terms not otherwise defined in this Agreement shall have
the meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date of this Agreement:

                  a.       ADVANCE. The word "Advance" means a disbursement of
Loan funds made, or to be made, to Borrower or on Borrower's behalf on a
multiple advance basis under the terms of this Agreement.






14 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                  b.       AGREEMENT. The word "Agreement" means this Business
Loan Agreement, as this Business Loan Agreement may be amended or modified from
time to time, together with all exhibits and schedules attached to the Business
Loan Agreement from time to time.

                  c.       BORROWER. The word "Borrower" means Christenson
Velagio, Inc. and all other persons and entities signing the Note in whatever
capacity.

                  d.       COLLATERAL. The word "Collateral" means all property
and assets granted as collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether granted now or in the
future, and whether granted in the form of a security interest, mortgage,
collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel
mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust
receipt, lien, charge, lien and title retention contract, lease or consignment
intended as a security device, or any other security or lien interest
whatsoever, whether created by law, contract or otherwise.

                  e.       DEBT SERVICE RATIO. The words "Debt Service Ratio"
mean a ratio of earnings after tax, plus interest, depreciation and amortization
expenses, plus capital contributions, less draws or distributions to equity
holders of Borrower to current maturities of long-term liabilities plus interest
expense.

                  f.       ENVIRONMENTAL LAWS. The words "Environmental Laws"
mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without
limitation the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1808, et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq., or other applicable state or federal laws, rules or regulations adopted
pursuant thereto or intended to protect human health or the environment.

                  g.       EVENT OF DEFAULT. The words "Event of Default" mean
any of the events of default set forth in this Agreement in the default section
of this Agreement.

                  h.       GAAP. The word "GAAP" means generally accepted
accounting principles.

                  i.       GRANTOR. The word "Grantor" means each and all of the
persons or entities granting a Security Interest in any Collateral for the Loan,
including without limitation all Borrowers granting such a Security Interest.

                  j.       GUARANTOR. The work "Guarantor" means Microfield
Group, Inc. and any guarantor, surety or accommodation party of any or all of
the Loan.

                  k.       GUARANTY. The word "Guaranty" means the guaranty from
Guarantor to Lender including, without limitation, a guaranty of all of part of
the Note.




15 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                  l.       HAZARDOUS SUBSTANCES. The words "Hazardous
Substances" mean materials that, because of their quality, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or
potential hazard to human health or the environment when improperly used,
treated, stored, disposed of, generated, manufactured, transported or otherwise
handled. The words "Hazardous Substances" are used in their very broadest sense
and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The
term "Hazardous Substances" also includes, without limitation, petroleum and
petroleum by-products or any fraction thereof and asbestos.

                  m.       INDEBTEDNESS. The word "Indebtedness" means the
indebtedness evidenced by the Note or Related Documents, including all principal
and interest together with all other indebtedness and costs and expenses for
which Borrower is responsible under this Agreement or under any of the Related
Documents.

                  n.       LENDER. The word "Lender" means Destination Capital,
LLC, its successors and assigns.

                  o.       LOANS. The word "Loans" means any and all loans and
financial accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those loans and
financial accommodations described herein or described on any exhibit or
schedule attached to this Agreement from time to time.

                  p.       NOTE. The word "Note" means each promissory note
executed and delivered by Borrower to Lender, including without limitation, the
Promissory Note executed by Borrower in the principal amount of $2,000,000.00
dated August 24, 2004, together with all renewals or extensions of,
modifications of, refinancings of, consolidations of, and substitutions for each
note or credit agreement.

                  q.       PERMITTED LIENS. The words "Permitted Liens" mean (1)
liens and security interests securing indebtedness owed by Borrower to Lender;
(2) liens for taxes, assessments or similar charges either not yet due or being
contested in good faith; (3) liens of materialmen, mechanics, warehousemen or
carriers, or other like liens arising in the ordinary course of business and
securing obligations which are not yet delinquent; (4) purchase money liens or
purchase money security interests upon or in any property acquired or held by
Borrower in the ordinary course of business to secure indebtedness outstanding
on the date of this Agreement or permitted to be incurred under the paragraph of
this Agreement titled "Indebtedness and Liens"; (5) liens and security interests
which, as of the date of this Agreement, have been disclosed to and approved by
Lender in writing; and (6) those liens and security interests which in the
aggregate constitute an immaterial and insignificant monetary amount with
respect to the value of Borrower's assets.

                  r.       RELATED DOCUMENTS. The words "Related Documents" mean
all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security
deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the
Loans.




16 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                  s.       SECURITY AGREEMENT. The words "Security Agreement"
mean and include without limitation any agreements, promises, covenants,
arrangements, understandings or other agreements, whether created by law,
contract or otherwise, evidencing, governing, representing or creating a
Security Interest.

                  t.       SECURITY INTEREST. The words "Security Interest"
mean, without limitation, any and all types of collateral security, present and
future, whether in the form of a lien, charge, encumbrance, mortgage, deed of
trust, security deed, assignment, pledge, crop pledge, chattel mortgage, chattel
trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or
title retention contract, lease or consignment intended as a security device, or
any other security or lien interest whatsoever whether created by law, contract
or otherwise.

                  u.       TANGIBLE NET WORTH. The words "Tangible Net Worth"
mean Borrower's total assets excluding all intangible assets (i.e., goodwill,
trademarks, patents, copyrights, organizational expenses, and similar intangible
items, but including leaseholds and leasehold improvements) less total debt
excluding all debt which has been subordinated to the Indebtedness owed to
Lender.

         UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY
LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST
BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

         BORROWER ACKNOWLEGES HAVING READ ALL OF THE PROVISIONS OF THIS BUSINESS
LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED AUGUST 17, 2004.

                                    BORROWER:

                                    CHRISTENSON VELAGIO, INC.



                                    By: /s/ GARY KAPRAL
                                       -----------------------------------------
                                       Title: CFO



                                    LENDER:

                                    DESTINATION CAPITAL, LLC

                                    By: JMW Capital Partners, Inc., Manager


                                    By: /s/ ROBERT JESENIK
                                       -----------------------------------------
                                       Title:  CEO






17 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

                 DISCLOSURE SCHEDULE TO BUSINESS LOAN AGREEMENT

         1.       The correct corporate (or other entity) name of Borrower is
Christenson Velagio, Inc.

         2.       Borrower is organized and existing under the laws of the
following State: Oregon

         3.       Borrower has operated under only the following other names and
trade names (if none, so state):

         CVI, CTS, CES, Velagio Inc., IST, Microfield Inc.
         -----------------------------------------------------------------------

         4.       All other addresses at which the Borrower does business listed
below, including all warehouse addresses:


         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         5.       Borrower has deposit accounts and/or investment accounts
located only at the following institutions: Wells Fargo # 410-0063437
                                           -------------------------------------
US Bank # 1536-0008-3502
- --------------------------------------------------------------------------------
List Acct. Numbers:
                   -------------------------------------------------------------

         6.       There is no litigation, claim, investigation, administrative
proceeding or similar action pending or threatened against Borrower, except the
following (attach additional comments, if needed): Kurt A. Underwood v.
                                                  ------------------------------
Microfield Group, Inc. and Christenson Velagio, Inc. filed in March, 2004 in
- --------------------------------------------------------------------------------
Multnomah County Circuit Court, Portland, Oregon Case number 0403-02370
- --------------------------------------------------------------------------------

         7.       Tax ID Number: 93-088822

         8.       Organizational Number, if any: 208766-11

         9.       Tax delinquencies: As of August 3, 2004 the following taxes
are known to be delinquent. No tax liens have been filed and Borrower intends to
become current with all taxing authorities within the 2004 calendar year:

                  -  Federal and State income tax returns have not been filed
                     for 2003 for Microfield, Christenson Velagio, Inc.,
                     Velagio, Inc., and IST.

                  -  CVI payroll taxes have not been paid for Q2 2004 in the
                     amount of approximately $525,000

                  -  CVI payroll taxes have not been paid for Q2 2004 quarterly
                     SUI & FUI in the amount of approximately $170,000

                  -  CVI State of Washington Sales and B&O tax has not been paid
                     for Q2 2004 in the amount of approximately $68,000.

18 - BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1385177.1

EX-99.29

                                 PROMISSORY NOTE

BORROWER: Christenson Velagio, Inc.           LENDER: Destination Capital, LLC
          1631 NW Thurman Street,                     1631 NW Thurman Street,
          Suite 200                                   Suite 400
          Portland, Oregon 97209                      Portland, Oregon  97209
                                                      Telephone: (503) 419-3500

        Principal Amount:  $2,000,000    Initial Interest Rate:  14.25%
                         Date of Note: August 24, 2004

         1.       PROMISE TO PAY. Christenson Velagio, Inc. ("Borrower")
promises to pay Destination Capital, LLC ("Lender") in lawful money of the
United States of America, the principal amount of Two Million Dollars
($2,000,000.00), or such amounts as are actually advanced to Borrower by Lender
(including the initial advance of $300,000 made on or about July 27, 2004),
together with interest on the unpaid principal balance from the date of
disbursement until paid in full. Borrower will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing.

         2.       INTEREST RATE. Interest shall be calculated on the basis of a
365-day year and actual days elapsed and shall accrue on the unpaid balance of
this Note at the prime rate of interest as publicly announced by U.S. Bank
National Association, fully floating, plus 10% (1000 basis points). NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

         3.       PAYMENT. Borrower will pay this Loan and Note as follows:

                  a.       PAYMENTS. Commencing September 24, 2004, and
continuing on the same day of each month thereafter, Borrower shall make 9
monthly payments of interest only. Thereafter, Borrower shall make 15 monthly
principal payments of $83,333 plus accrued and unpaid interest. In addition,
Borrower shall make payments in the amount of any proceeds realized by Borrower
or its parent, Microfield Group, Inc. ("Microfield" or "Guarantor"), from debt
or equity offerings by Borrower or Microfield while the Loan is outstanding.

                  b.       MATURITY. The outstanding principal balance and all
accrued and unpaid interest shall be due and payable on or before August 24,
2006 (the "Maturity Date"); provided, however, that after the occurrence of an
Event of Default, the outstanding principal and all accrued interest shall be
payable on demand. In addition, the outstanding principal balance and all
accrued and unpaid interest shall be due and payable in the event of (1) a sale
of all or substantially all of the assets or stock of Borrower, or (2) the
transfer of ownership or beneficial interest, by merger or otherwise, of 25% or
more of the stock of Borrower.

                  c.       EXTENSION OF MATURITY. Provided that no Event of
Default is then continuing in effect, Borrower may elect to extend the scheduled
Maturity Date of this Note for up to an additional 6 months if Borrower
demonstrates to the reasonable satisfaction of Lender that Borrower is then
involved in a specific transaction to raise additional capital in a sufficient
amount to pay all of Borrower's Indebtedness and the transaction is reasonably
expected to close within the extension period. Borrower shall give Lender notice
of Borrower's intent to extend the maturity date at least 30 days prior to the
scheduled Maturity Date and shall provide Lender with information requested to
verify the capital raise transaction. As a condition of extending the

1 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385791.1

Maturity Date, Borrower will pay Lender a renewal fee to be negotiated by
Borrower and Lender and will continue to make monthly principal payments of
$83,333 plus accrued and unpaid interest and any other payments required under
the Related Documents. The outstanding principal balance and all accrued and
unpaid interest shall be paid immediately upon the closing of Borrower's capital
raise transaction.

         4.       APPLICATION OF PAYMENTS. Unless otherwise agreed or required
by applicable law, payments will be applied first to expenses for which Borrower
is liable hereunder (including unpaid collection costs and late charges), next
to accrued and unpaid interest, and the balance to principal.

         5.       PREPAYMENT. Borrower agrees that all loan fees and other
prepaid finance charges are earned fully as of the date of this Note and will
not be subject to refund upon early payment (whether voluntary or as a result of
default), except as otherwise required by law. All or any portion of this Note
may be prepaid at any time. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower of Borrower's obligation to continue to make
payments under the payment schedule; early payments will reduce the outstanding
principal balance due. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends such
payment, Lender may accept it without losing any of Lender's rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of any disputed amount must be mailed or
delivered to Lender at the address above.

         6.       LATE CHARGE. If a payment is 10 days or more late, Borrower
will pay to Lender a late charge equal to the lesser of 5.0% of the regularly
scheduled payment or the maximum amount permitted under applicable law.

         7.       INTEREST AFTER DEFAULT. Upon default, including failure to pay
all amounts due upon final maturity of this Note, Lender may, at its option and
if permitted by applicable law, increase the interest rate of this Note by 2.00
percentage points (200 basis points). The interest rate will not exceed the
maximum rate permitted by law.

         8.       DEFAULT. Each of the following shall constitute an event of
default ("Event of Default") under this Note:

                  a.       PAYMENT DEFAULT. Borrower fails to make any payment
when due under this Note.

                  b.       OTHER DEFAULTS. Borrower or any Grantor fails to
comply with or to perform any other term, obligation, covenant or condition
contained in this Note or in any of the Related Documents or to comply with or
to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower. If any failure, other than a failure to
pay money, is curable and if Borrower or Grantor, as the case may be, has not
been given a notice of a similar breach within the preceding 12 months, it may
be cured (and no Event





2 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385791.1

of Default will have occurred) if Borrower or Grantor, as the case may be, after
delivery of written notice from Lender demanding cure of such failure: (a) cures
the failure within 15 days; or (b) if the cure requires more than 15 days,
immediately initiates steps sufficient to cure the failure and thereafter
continues and completes all reasonable and necessary steps sufficient to produce
compliance within 60 days after notice is sent.

                  c.       DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any
Grantor defaults under any loan, extension of credit, security agreement,
purchase or sale agreement, or any other agreement in favor of any other
creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under
this Note or any of the Related Documents.

                  d.       FALSE STATEMENTS. Any warranty, representation or
statement made or furnished to Lender by Borrower or on Borrower's behalf under
this Note or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.

                  e.       DEATH OR INSOLVENCY. The dissolution of Borrower
(regardless of whether election to continue is made), or any other termination
of Borrower's existence as a going business or the death of any Borrower, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower's
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.

                  f.       CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of
foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by
any governmental agency against any Collateral securing the Loan.

                  g.       EVENTS AFFECTING GUARANTOR. Any of the preceding
events occurs with respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the Indebtedness evidenced by this Note. In
the event of a Guarantor's death, Lender, at its sole option, may permit the
Guarantor's estate to assume unconditionally the obligations arising under the
guaranty in a manner satisfactory to Lender, and in doing so, cure any Event of
Default.

                  h.       ADVERSE CHANGE. A material adverse change occurs in
Borrower's financial condition, or Lender believes the prospect of payment
performance of this Note has been impaired.

                  i.       INSECURITY. Lender in good faith believes itself
insecure.

         9.       LENDER RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance of this Note and all unpaid interest and other amounts
outstanding immediately due, and then Borrower will pay that amount.






3 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385791.1

         10.      ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else
to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender's
reasonable attorneys' fees and legal expenses, whether or not there is a
lawsuit, including without limitation attorneys' fees and expenses incurred by
Lender at trial, on appeal and in any arbitration or bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction). If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.

         11.      ASSIGNMENTS. Borrower acknowledges that Lender may (i) sell
and assign its interest in the Note, the payments due thereunder and all Related
Documents, in whole or in part, to an assignee (the "Assignee") which may be
represented by a bank or trust company acting as a trustee of such Assignee.
BORROWER ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LENDER OR ANY ASSIGNEE
SHALL NOT MATERIALLY CHANGE BORROWER'S OBLIGATIONS UNDER THE ASSIGNED NOTE. Any
Assignee shall be entitled to enforce all the rights so assigned but be under no
obligation to Borrower to perform any of Lender's obligations under the assigned
Note, the sole remedy of Borrower being against Lender with Borrower's right
against Lender being unaffected except as provided herein. Borrower agrees that
upon notice of assignment of this Note, it shall pay directly to the Assignee,
unconditionally, all amounts which become due hereunder. Borrower specifically
covenants and agrees that it will not assert against any Assignee any claims by
way of abatement, defense, set-off, counterclaim, recoupment or otherwise which
Borrower may have against Lender or any third party, and BORROWER SHALL NOT
ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION FOR NOTE PAYMENTS OR OTHER MONEYS
PAYABLE HEREUNDER ANY DEFENSE EXCEPT THE DEFENSE OF PAYMENT TO SUCH ASSIGNEE.
Upon Lender's request, Borrower will acknowledge to any Assignee receipt of
Lender's notice of assignment.

         12.      JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY
JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR
BORROWER AGAINST THE OTHER.

         13.      GOVERNING LAW. This Note will be governed by, construed and
enforced in accordance with the laws of the Stat e of Oregon. This Note has been
accepted by Lender in the State of Oregon.

         14.      CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Multnomah
County, Oregon.

         15.      DEFINITIONS. Capitalized terms used in this Note, if any, that
are not defined herein have the meanings assigned to those terms in the Business
Loan Agreement between Borrower and Lender of even date herewith (the "Loan
Agreement").

         16.      COLLATERAL. Borrower acknowledges this Note is secured by the
Collateral described in the Loan Agreement and/or Security Agreement executed by
Borrower and/or Grantor.








4 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385791.1

         17.      SUCCESSOR INTERESTS. The terms of this Note shall be binding
upon Borrower and Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.

         18.      GENERAL PROVISIONS. Lender may delay or forego enforcing any
of its rights or remedies under this Note without losing them. Borrower and any
other person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this loan or release any party or guarantor or collateral; or impair, fail
to realize upon or perfect Lender's security interest in the Collateral and take
any other action deemed necessary by Lender without the consent of or notice to
anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification
is made. If there is more than one Borrower, the obligations of each Borrower
under this Note are joint and several.

         UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY
LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST
BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

         PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE.

         BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETE COPY OF THIS NOTE.

                                    BORROWER:

                                    CHRISTENSON VELAGIO, INC.



                                    By: /s/ GARY KOPRAL
                                       -----------------------------------------
                                    Title: CFO



















5 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385791.1

EX-99.30

                   FIRST AMENDMENT OF BUSINESS LOAN AGREEMENT


         THIS FIRST AMENDMENT (the "Amendment") is entered into effective
October 1, 2004 between DESTINATION CAPITAL, LLC ("Lender"), and CHRISTENSON
VELAGIO, INC. ("Borrower").

                                    RECITALS:

         A.       Borrower and Lender entered into a Business Loan Agreement
dated August 24, 2004 (the "Loan Agreement") whereby Lender agreed to provide a
term loan credit facility to Borrower. The Loan Agreement provides for
Borrower's parent, Microfield Group, Inc., to issue and deliver to Lender or its
assigns warrants to purchase common shares of Microfield.

         B.       Borrower and Lender desire to clarify the Loan 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 Loan Agreement.

                                   AGREEMENT:

         1.       TERM OF WARRANTS. Section 2(f) of the Loan Agreement is
amended to provide that the warrant(s) that Lender (or its assigns) is entitled
to receive each month may be exercised, in whole or in part, at any time during
the five (5) year period commencing on the first day of each respective month.
For example, if the principal balance of the Loan on November 1, 2004 is
$1,250,000, Lender is entitled to a warrant(s) granting the right to purchase
156,250 Microfield common shares with an exercise period commencing on November
1, 2004 and ending November 1, 2009. Similarly, the warrant(s) which is due to
be issued based on the principal balance of the Loan on December 1, 2004 will
have an exercise period ending December 1, 2009.

         2.       INCONSISTENT TERMS. Any provisions of the Loan Agreement which
are inconsistent with the above are deemed terminated and of no further force or
effect. Borrower acknowledges that this Amendment will not affect Microfield's
liability or obligations under the Commercial Guaranty executed by Microfield in
connection with the Loan Agreement and the Loan.

         3.       FURTHER EFFECT. Except as set forth herein, the Loan Agreement
will remain in full force and effect.

         4.       COUNTERPARTS. This Agreement 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 Agreement.











1 - FIRST AMENDMENT OF BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1384676.1

         IN WITNESS WHEREOF, the parties have executed this Agreement, or caused
their duly authorized representatives to execute this Agreement, as of the date
first above written.

LENDER:                                           BORROWER:

DESTINATION CAPITAL, LLC                          CHRISTENSON VELAGIO, INC.
By: JMW Capital Partners, Inc., its Manager



By: /s/ THOMAS A SIDLEY                           By: /s/ Gary Kapral
   ----------------------------------------          ---------------------------
   Thomas A. Sidley, Vice President                  Gary Kapral, CFO












































2 - FIRST AMENDMENT OF BUSINESS LOAN AGREEMENT
PDX/112816/141153/DLH/1384676.1

EX-99.31

                              FORBEARANCE AGREEMENT

         THIS FORBEARANCE AGREEMENT (the "Agreement") is entered into effective
February 28, 2005 between DESTINATION CAPITAL, LLC ("Lender"), CHRISTENSON
VELAGIO, INC. ("Borrower") and MICROFIELD GROUP, INC. ("Guarantor").

                                    RECITALS:

         A.       Borrower and Lender entered into a Business Loan Agreement
dated August 24, 2004 and amended effective October 1, 2004 (the "Loan
Agreement") whereby Lender agreed to provide a term loan credit facility to
Borrower. Pursuant to the terms of a Commercial Guaranty dated August 24, 2004,
Guarantor has unconditionally and absolutely guaranteed payment to Lender of the
Indebtedness of Borrower under the Loan Agreement.

         B.       Pursuant to the terms of the Loan Agreement and Related
Documents, Borrower is obligated to make monthly payments of interest to Lender.
Borrower has failed to make the payments due January 24, 2005 and February 24,
2005 in the amount of $15,542.47 each. The failure to make these payments
constitutes an Event of Default under the Loan Agreement and Related Documents.

         C.       Borrower, Guarantor and Lender desire to enter into this
Agreement in order to set forth the terms and conditions under which Lender will
forbear from immediately enforcing all of its available remedies against
Borrower and Guarantor.

         D.       Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Loan Agreement.

                                   AGREEMENT:

         1.       ACKNOWLEDGMENT AND REAFFIRMATION OF INDEBTEDNESS. Borrower and
Guarantor jointly and severally acknowledge, reaffirm and agree that they
unconditionally owe Lender the full amount of the Indebtedness under the Loan
Agreement and Related Documents without setoff, defense, counterclaim or claim
of recoupment of any kind whatsoever and that Borrower's prior grant of security
interests in the Collateral to Lender is valid, perfected and enforceable
without defense, counterclaim or claim of recoupment of any kind whatsoever.

         2.       ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY. Guarantor
acknowledges, reaffirms and agrees that its guaranty is valid and enforceable
without setoff, defense, counterclaim or claim of recoupment of any kind
whatsoever and remains in full force and effect.

         3.       LENDER'S CONDITIONAL FORBEARANCE. Subject to the provisions of
this Agreement, Lender will conditionally forbear from immediately exercising
its rights and remedies against Borrower, Guarantor and the Collateral. Lender's
continued forbearance is and shall remain subject to Borrower's complete,
continuous and timely satisfaction of each of the following conditions:









1 - FORBEARANCE AGREEMENT
PDX/112816/141153/DLH/1385113.1

                  3.1      Borrower shall make the scheduled monthly payments of
interest only due March 24, 2005, April 24, 2005 and May 24, 2005 ($15,542.47
per month based on the current principal balance of the Loan).

                  3.2      On June 24, 2005, Borrower shall pay all accrued and
unpaid interest due to Lender through such date (i.e., the payments due January
24, 2005 and February 24, 2005) and, in addition, shall make the first of the 15
scheduled principal payments due on such date pursuant to the Loan Agreement.

                  3.3      Borrower shall fully and timely perform all of its
obligations to Lender under the Loan Agreement and Related Documents and under
any other agreements with Lender to which Borrower is a party (either now or in
the future).

                  3.4      Upon execution of this Agreement, Borrower shall pay
to Lender the sum of $1,000 to pay or reimburse Lender for Lender's fees, costs
and expenses incurred to date in connection with Borrower's default and this
Agreement.

Provided that Borrower satisfies these conditions, and so long as there is no
new Event of Default, interest shall accrue at the non-default rate specified in
the Promissory Note and Lender will waive late charges accrued to date as
specified in the Promissory Note.

         4.       STOCK WARRANT PRICING. Section 3(f) of the Loan Agreement
provides for Borrower's parent, Microfield, to issue a warrant or warrants (the
"Warrant") to Lender to purchase common shares of Microfield at an exercise
price of $0.38 per share or, if less, the price applicable to any shares,
warrants or options issued while the Loan is outstanding. Borrower agrees to
cause the terms of the Warrant to provide that, in the event Lender were to
subsequently convert all or any part of the Loan to stock of Microfield, the
conversion will be treated as an issuance of shares that might result in a
downward adjustment of the exercise price of the Warrant if the Loan conversion
rate is less than $0.38 per share.

         5.       NO WAIVER. Borrower and Guarantor acknowledge and agree that,
notwithstanding anything to the contrary contained herein, the terms of this
Agreement shall not serve to effect a novation as to the Loan Agreement or any
Related Document. Borrower and Guarantor further acknowledge and agree that
Lender has not waived any of its rights or remedies against or with respect to
Borrower or Guarantor or the Collateral, whether with respect to the existing
and continuing Events of Default referred to herein or otherwise, except as
otherwise expressly provided for in this Agreement.

         6.       FURTHER ASSURANCES. Upon Lender's written request, Borrower
and Guarantor, at their own expense and at any time, will promptly and duly
execute and deliver such further instruments and documents and take such further
actions as Lender may reasonably request for the purposes of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
granted to Lender herein and under the terms of the Loan Agreement and Related
Documents.

         7.       EXPENSES. From and after the effective date of this Agreement,
within ten (10) business days after Lender's request, Borrower and Guarantor
jointly and severally agree to pay or reimburse Lender for all of Lender's costs
and expenses reasonably incurred in connection


2 - FORBEARANCE AGREEMENT
PDX/112816/141153/DLH/1385113.1

with the enforcement or preservation of any rights under the Indebtedness, this
Agreement, the Loan Agreement and any of the Related Documents including,
without limitation, fees and disbursements of Lender's outside or in-house
counsel.

         8.       NON-IMPAIRMENT. This Agreement is a revision only (i.e., an
amendment and modification of Borrower's existing payment obligations to Lender
under the Loan Agreement) and not a novation, and nothing contained herein shall
in any way impair the Loan Agreement or any of the Related Documents or alter,
waive annul, vary or affect any term, provision, condition, covenant, right,
power or remedy contained therein, it being the intent of Borrower, Guarantor
and Lender that the terms, provisions, conditions, covenants, rights, powers and
remedies contained in the Loan Agreement and the Related Documents shall
continue in full force and effect except as expressly modified by the terms of
this Agreement.

         9.       BINDING EFFECT. This Agreement shall be binding upon the
successors and permitted assigns of Borrower and Guarantor and shall inure to
the benefit of Lender and its successors and assigns.

         10.      ASSIGNMENT. Lender reserves the right to transfer or assign,
in its sole and absolute discretion, and without notice to or consent by or from
Borrower or Guarantor, any or all of the powers, rights, title and interests
held by Lender under this Agreement, the Loan Agreement and Related Documents,
or any other agreements between or among Lender, Borrower and Guarantor. This
Agreement, the Loan Agreement and Related Documents may not be assigned by
Borrower or Guarantor, by operation of law or otherwise, without Lender's prior
written consent and any attempted assignment without consent shall be void and
without effect.

         11.      COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement 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 Agreement.

         12.      STATUTORY WRITING REQUIREMENTS. UNDER OREGON LAW MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER CONCERNING LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR
SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.

















3 - FORBEARANCE AGREEMENT
PDX/112816/141153/DLH/1385113.1


         IN WITNESS WHEREOF, the parties have executed this Agreement, or caused
their duly authorized representatives to execute this Agreement, as of the date
first above written.

LENDER:                                        BORROWER:

DESTINATION CAPITAL, LLC                       CHRISTENSON VELAGIO, INC.
By: JMW Capital Partners, Inc., its Manager



By: /s/ ROBERT JESENIK                         By: /s/ GARY KAPRAL
   -----------------------------------------      ------------------------------
     Robert Jesenik, CEO                           Gary Kapral, CFO



GUARANTOR:

MICROFIELD GROUP, INC.



By: /s/ Gary Kapral
   -----------------------------------------
    Gary Kapral, CFO































4 - FORBEARANCE AGREEMENT
PDX/112816/141153/DLH/1385113.1

EX-99.32

                      ASSIGNMENT OF BUSINESS LOAN AGREEMENT
                               AND PROMISSORY NOTE

         THIS ASSIGNMENT (the "Assignment") is entered into effective August 1,
2005 between DESTINATION CAPITAL, LLC ("Lender"), CHRISTENSON VELAGIO, INC.
("Borrower") and MICROFIELD GROUP, INC. ("Guarantor").

                                    RECITALS:

         A.       Borrower and Lender entered into a Business Loan Agreement
dated August 24, 2004, as amended by that certain First Amendment of Business
Loan Agreement dated October 1, 2004 and that certain Forbearance Agreement
dated February 28, 2005 (the "Loan Agreement") whereby Lender agreed to provide
a term loan credit facility to Borrower. Guarantor has guaranteed the
obligations of Buyer under the Loan Agreement. Borrower made and delivered to
Lender its Promissory Note dated August 24, 2004 (the "Note") to evidence the
Loan.

         B.       Lender sold participation interests in the Loan to JMW Group,
LLC ("JMW") and Christenson Leasing Company, LLC ("CLC"). JMW funded $750,000
and CLC funded $450,000 of the total Loan to Borrower of $1,200,000. Lender did
not retain any balance of the Loan.

         C.       As of August 1, 2005, the principal balance due under the Loan
is $1,116,667 plus accrued interest from and including July 25, 2005.

         D.       Lender desires to assign its interest in the Loan Agreement,
the Note and the Related Documents to JMW and CLC and to have separate
promissory notes issued to JMW and CLC to replace the Note. Borrower is willing
to issue replacement notes and to restructure the payment terms under the
replacement notes.

         E.       Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Loan Agreement.

                                   AGREEMENT:

         1.       ASSIGNMENT OF INTEREST. Lender hereby assigns its interest in
the Loan Agreement, the Note and the Related Documents to JMW and CLC. The Loan
amounts so assigned are as follows: (a) JMW: $696,667; and (b) CLC: $420,000.

         2.       REPLACEMENT NOTES. Upon execution of this Assignment, Borrower
will make and deliver to JMW and CLC new promissory notes to replace and
supercede the Note. The new notes will provide for principal amounts and payment
terms as follows:

                  (a)      Holder: JMW; principal balance: $516,667; payment
terms: monthly payments of principal ($41,667) plus interest (prime plus 10%)
beginning August 24, 2005 with maturity date of August 24, 2006.









1 - ASSIGNMENT OF BUSINESS LOAN AGREEMENT AND PROMISSORY NOTE
PDX/112816/141153/DLH/1384799.1

                  (b)      Holder: JMW; principal balance: $180,000; payment
terms: 36 monthly payments of principal ($5,000) plus interest (prime plus 10%)
beginning August 24, 2005 with maturity date of July 24, 2008.

                  (c)      Holder: CLC; principal balance: $420,000; payment
terms: 36 monthly payments of principal ($11,666.67) plus interest (prime plus
10%) beginning August 24, 2005 with maturity date of July 24, 2008.

         3.       CONTINUED EFFECTIVENESS; ENFORCEMENT OF RIGHTS. The parties
acknowledge that the Loan Agreement and the Related Documents (including any
security agreement) remain in full force and effect and are binding and
enforceable in accordance with their terms (as modified hereby). Consistent with
Section 11(d) of the Loan Agreement, JMW and CLC (or either of them) are
entitled to enforce all the rights of Lender under the Loan Agreement and the
Related Documents. If requested by JMW and/or CLC, Lender may take any action in
its own name with respect to the Loan Agreement and the Related Documents on
behalf of JMW and/or CLC. Borrower authorizes Lender, JMW and CLC to take such
actions as they deem necessary (including filing financing statements) to
create, evidence, perfect or continue the security interests or liens in the
Collateral.

         4.       REAFFIRMATION OF GUARANTY. Guarantor acknowledges and
reaffirms the terms and conditions of the Commercial Guaranty it executed
effective August 24, 2004 in favor of Lender and such guaranty remains in full
force and effect. Guarantor agrees that its guaranty is not invalidated or
otherwise affected as a result of this Assignment and that its guaranty shall
continue to operate in favor of JMW and CLC and may be enforced by JMW and/or
CLC. Guarantor hereby releases and discharges Lender, JMW and CLC and their
respective principals, employees, agents, successors and assigns from all
claims, demands, damages, defenses or causes of action that Guarantor has or may
have as of the date of this Assignment arising out of the Loan and Guarantor's
guaranty.

         5.       BORROWER'S RELEASE. Borrower hereby releases and discharges
Lender, JMW and CLC and their respective principals, employees, agents,
successors and assigns from all claims, demands, damages, defenses or causes of
action that Borrower has or may have as of the date of this Assignment arising
out of the Loan.

         6.       NEGOTIATED AGREEMENT. This Assignment is a negotiated
agreement. In the event of any ambiguity in this Assignment, such ambiguity
shall not be subject to a rule of contract interpretation that would cause the
ambiguity to be construed against any party to this Assignment.

         7.       INCONSISTENT TERMS. In the event of any conflict between the
terms of this Assignment and the terms of any other agreements or instruments
referred to in this Assignment, the terms of this Assignment shall control.

         8.       COUNTERPARTS. This Agreement 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 Agreement.






2 - ASSIGNMENT OF BUSINESS LOAN AGREEMENT AND PROMISSORY NOTE
PDX/112816/141153/DLH/1384799.1

         IN WITNESS WHEREOF, the parties have executed this Agreement, or caused
their duly authorized representatives to execute this Agreement, as of the date
first above written.

LENDER:                                   BORROWER:

DESTINATION CAPITAL, LLC                  CHRISTENSON VELAGIO, INC.
By: Aequitas Capital Management, Inc.,
its Manager



By: /s/ ROBERT J. JESENIK                 By: /s/ A. MARK WALTER
   -----------------------------------       -----------------------------------
   Robert J. Jesenik, CEO                    A. Mark Walter, President



GUARANTOR:

MICROFIELD GROUP, INC.



By: /s/ A. MARK WALTER
   -----------------------------------
   A. Mark Walter, President































3 - ASSIGNMENT OF BUSINESS LOAN AGREEMENT AND PROMISSORY NOTE
PDX/112816/141153/DLH/1384799.1

EX-99.33

                                 PROMISSORY NOTE

BORROWER: Christenson Velagio, Inc.           LENDER: JMW Group, LLC
          1631 NW Thurman Street, Suite 200           805 SW Broadway, Suite 560
          Portland, Oregon 97209                      Portland, Oregon  97205
                                                      Telephone: (503) 419-3500

        Principal Amount: $180,000.00       Initial Interest Rate: 16.25%
                          Date of Note: August 1, 2005

         1.       PROMISE TO PAY. Christenson Velagio, Inc. ("Borrower")
promises to pay JMW Group, LLC ("Lender") in lawful money of the United States
of America, the principal amount of One Hundred Eighty Thousand Dollars
($180,000.00.00), together with interest on the unpaid principal balance from
and including July 25, 2005 until paid in full. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.

         This Note is one of the 3 promissory notes issued by Borrower to
supercede and replace the Promissory Note dated August 24, 2004 made and
delivered by Borrower in favor of Destination Capital, LLC as referenced in that
certain Assignment of Business Loan Agreement and Promissory Note of even date
herewith.

         2.       INTEREST RATE. Interest shall be calculated on the basis of a
365-day year and actual days elapsed and shall accrue on the unpaid balance of
this Note at the prime rate of interest as publicly announced by U.S. Bank
National Association, fully floating, plus 10% (1000 basis points). NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

         3.       PAYMENT. Borrower will pay this Loan and Note as follows:

                  a.       PAYMENTS. Commencing August 24, 2005, and continuing
on the same day of each month thereafter, Borrower shall make monthly principal
payments of $5,000 plus accrued and unpaid interest. In addition, Borrower shall
make payments in the amount of any proceeds realized by Borrower or its parent,
Microfield Group, Inc. ("Microfield" or "Guarantor"), from debt or equity
offerings by Borrower or Microfield while the Loan is outstanding. In the event
that one or more of the other promissory notes referenced in Section 1 above are
also outstanding at such time, Borrower's additional payment shall be calculated
as a proportionate amount of the offering proceeds based on the outstanding
balance of each such promissory note at that time.

                  b.       MATURITY. The outstanding principal balance and all
accrued and unpaid interest shall be due and payable on or before July 24, 2008
(the "Maturity Date"); provided, however, that after the occurrence of an Event
of Default, the outstanding principal and all accrued interest shall be payable
on demand. In addition, the outstanding principal balance and all accrued and
unpaid interest shall be due and payable in the event of (1) a sale of all or
substantially all of the assets or stock of Borrower, or (2) the transfer of
ownership or beneficial interest, by merger or otherwise, of 25% or more of the
stock of Borrower.





1 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385793.1

         4.       APPLICATION OF PAYMENTS. Unless otherwise agreed or required
by applicable law, payments will be applied first to expenses for which Borrower
is liable hereunder (including unpaid collection costs and late charges), next
to accrued and unpaid interest, and the balance to principal.

         5.       PREPAYMENT. Borrower agrees that all loan fees and other
prepaid finance charges are earned fully as of the date of this Note and will
not be subject to refund upon early payment (whether voluntary or as a result of
default), except as otherwise required by law. All or any portion of this Note
may be prepaid at any time. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower of Borrower's obligation to continue to make
payments under the payment schedule; early payments will reduce the outstanding
principal balance due. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends such
payment, Lender may accept it without losing any of Lender's rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of any disputed amount must be mailed or
delivered to Lender at the address above.

         6.       LATE CHARGE. If a payment is 10 days or more late, Borrower
will pay to Lender a late charge equal to the lesser of 5.0% of the regularly
scheduled payment or the maximum amount permitted under applicable law.

         7.       INTEREST AFTER DEFAULT. Upon default, including failure to pay
all amounts due upon final maturity of this Note, Lender may, at its option and
if permitted by applicable law, increase the interest rate of this Note by 2.00
percentage points (200 basis points). The interest rate will not exceed the
maximum rate permitted by law.

         8.       DEFAULT. Each of the following shall constitute an event of
default ("Event of Default") under this Note:

                  a.       PAYMENT DEFAULT. Borrower fails to make any payment
when due under this Note.

                  b.       OTHER DEFAULTS. Borrower or any Grantor fails to
comply with or to perform any other term, obligation, covenant or condition
contained in this Note or in any of the Related Documents or to comply with or
to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower. If any failure, other than a failure to
pay money, is curable and if Borrower or Grantor, as the case may be, has not
been given a notice of a similar breach within the preceding 12 months, it may
be cured (and no Event of Default will have occurred) if Borrower or Grantor, as
the case may be, after delivery of written notice from Lender demanding cure of
such failure: (a) cures the failure within 15 days; or (b) if the cure requires
more than 15 days, immediately initiates steps sufficient to cure the failure
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance within 60 days after notice is sent.







2 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385793.1

                  c.       DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any
Grantor defaults under any loan, extension of credit, security agreement,
purchase or sale agreement, or any other agreement in favor of any other
creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under
this Note or any of the Related Documents.

                  d.       FALSE STATEMENTS. Any warranty, representation or
statement made or furnished to Lender by Borrower or on Borrower's behalf under
this Note or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.

                  e.       DEATH OR INSOLVENCY. The dissolution of Borrower
(regardless of whether election to continue is made), or any other termination
of Borrower's existence as a going business or the death of any Borrower, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower's
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.

                  f.       CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of
foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by
any governmental agency against any Collateral securing the Loan.

                  g.       EVENTS AFFECTING GUARANTOR. Any of the preceding
events occurs with respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the Indebtedness evidenced by this Note. In
the event of a Guarantor's death, Lender, at its sole option, may permit the
Guarantor's estate to assume unconditionally the obligations arising under the
guaranty in a manner satisfactory to Lender, and in doing so, cure any Event of
Default.

                  h.       ADVERSE CHANGE. A material adverse change occurs in
Borrower's financial condition, or Lender believes the prospect of payment
performance of this Note has been impaired.

                  i.       INSECURITY. Lender in good faith believes itself
insecure.

         9.       LENDER RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance of this Note and all unpaid interest and other amounts
outstanding immediately due, and then Borrower will pay that amount.

         10.      ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else
to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender's
reasonable attorneys' fees and legal expenses, whether or not there is a
lawsuit, including without limitation attorneys' fees and expenses incurred by
Lender at trial, on appeal and in any arbitration or bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction). If not
prohibited by




3 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385793.1

applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law.

         11.      ASSIGNMENTS. Borrower acknowledges that Lender may (i) sell
and assign its interest in the Note, the payments due thereunder and all Related
Documents, in whole or in part, to an assignee (the "Assignee") which may be
represented by a bank or trust company acting as a trustee of such Assignee.
BORROWER ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LENDER OR ANY ASSIGNEE
SHALL NOT MATERIALLY CHANGE BORROWER'S OBLIGATIONS UNDER THE ASSIGNED NOTE. Any
Assignee shall be entitled to enforce all the rights so assigned but be under no
obligation to Borrower to perform any of Lender's obligations under the assigned
Note, the sole remedy of Borrower being against Lender with Borrower's right
against Lender being unaffected except as provided herein. Borrower agrees that
upon notice of assignment of this Note, it shall pay directly to the Assignee,
unconditionally, all amounts which become due hereunder. Borrower specifically
covenants and agrees that it will not assert against any Assignee any claims by
way of abatement, defense, set-off, counterclaim, recoupment or otherwise which
Borrower may have against Lender or any third party, and BORROWER SHALL NOT
ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION FOR NOTE PAYMENTS OR OTHER MONEYS
PAYABLE HEREUNDER ANY DEFENSE EXCEPT THE DEFENSE OF PAYMENT TO SUCH ASSIGNEE.
Upon Lender's request, Borrower will acknowledge to any Assignee receipt of
Lender's notice of assignment.

         12.      JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY
JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR
BORROWER AGAINST THE OTHER.

         13.      GOVERNING LAW. This Note will be governed by, construed and
enforced in accordance with the laws of the Stat e of Oregon. This Note has been
accepted by Lender in the State of Oregon.

         14.      CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Multnomah
County, Oregon.

         15.      DEFINITIONS. Capitalized terms used in this Note, if any, that
are not defined herein have the meanings assigned to those terms in the Business
Loan Agreement between Borrower and Destination Capital, LLC dated August 24,
2004 (the "Loan Agreement").

         16.      COLLATERAL. Borrower acknowledges this Note is secured by the
Collateral described in the Loan Agreement and/or Security Agreement executed by
Borrower and/or Grantor.

         17.      SUCCESSOR INTERESTS. The terms of this Note shall be binding
upon Borrower and Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.

         18.      GENERAL PROVISIONS. Lender may delay or forego enforcing any
of its rights or remedies under this Note without losing them. Borrower and any
other person who






4 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385793.1

signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the Collateral and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. If there is more
than one Borrower, the obligations of each Borrower under this Note are joint
and several.

         UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY
LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST
BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

         PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE.

         BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETE COPY OF THIS NOTE.

                                    BORROWER:

                                    CHRISTENSON VELAGIO, INC.



                                    By: /s/ A. MARK WALTER
                                       -----------------------------------------
                                    Title:  President


























5 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385793.1

EX-99.34

                                 PROMISSORY NOTE

BORROWER: Christenson Velagio, Inc.           LENDER: JMW Group, LLC
          1631 NW Thurman Street, Suite 200           805 SW Broadway, Suite 560
          Portland, Oregon 97209                      Portland, Oregon  97205
                                                      Telephone: (503) 419-3500

        Principal Amount:  $516,667.00    Initial Interest Rate:  16.25%
                          Date of Note: August 1, 2005

         1.       PROMISE TO PAY. Christenson Velagio, Inc. ("Borrower")
promises to pay JMW Group, LLC ("Lender") in lawful money of the United States
of America, the principal amount of Five Hundred Sixteen Thousand Six Hundred
Sixty-Seven Dollars ($516,667.00.00), together with interest on the unpaid
principal balance from and including July 25, 2005 until paid in full. Borrower
will pay Lender at Lender's address shown above or at such other place as Lender
may designate in writing.

         This Note is one of the 3 promissory notes issued by Borrower to
supercede and replace the Promissory Note dated August 24, 2004 made and
delivered by Borrower in favor of Destination Capital, LLC as referenced in that
certain Assignment of Business Loan Agreement and Promissory Note of even date
herewith.

         2.       INTEREST RATE. Interest shall be calculated on the basis of a
365-day year and actual days elapsed and shall accrue on the unpaid balance of
this Note at the prime rate of interest as publicly announced by U.S. Bank
National Association, fully floating, plus 10% (1000 basis points). NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

         3.       PAYMENT. Borrower will pay this Loan and Note as follows:

                  a.       PAYMENTS. Commencing August 24, 2005, and continuing
on the same day of each month thereafter, Borrower shall make monthly principal
payments of $41,667 plus accrued and unpaid interest. In addition, Borrower
shall make payments in the amount of any proceeds realized by Borrower or its
parent, Microfield Group, Inc. ("Microfield" or "Guarantor"), from debt or
equity offerings by Borrower or Microfield while the Loan is outstanding. In the
event that one or more of the other promissory notes referenced in Section 1
above are also outstanding at such time, Borrower's additional payment shall be
calculated as a proportionate amount of the offering proceeds based on the
outstanding balance of each such promissory note at that time.

                  b.       MATURITY. The outstanding principal balance and all
accrued and unpaid interest shall be due and payable on or before August 24,
2006 (the "Maturity Date"); provided, however, that after the occurrence of an
Event of Default, the outstanding principal and all accrued interest shall be
payable on demand. In addition, the outstanding principal balance and all
accrued and unpaid interest shall be due and payable in the event of (1) a sale
of all or substantially all of the assets or stock of Borrower, or (2) the
transfer of ownership or beneficial interest, by merger or otherwise, of 25% or
more of the stock of Borrower, but not including a merger of Energy Connect,
Inc. with Borrower or Microfield Group, Inc.




1 - PROMISSORY NOTE
PDX/112816/141153/DLH/1386346.1

         4.       APPLICATION OF PAYMENTS. Unless otherwise agreed or required
by applicable law, payments will be applied first to expenses for which Borrower
is liable hereunder (including unpaid collection costs and late charges), next
to accrued and unpaid interest, and the balance to principal.

         5.       PREPAYMENT. Borrower agrees that all loan fees and other
prepaid finance charges are earned fully as of the date of this Note and will
not be subject to refund upon early payment (whether voluntary or as a result of
default), except as otherwise required by law. All or any portion of this Note
may be prepaid at any time. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower of Borrower's obligation to continue to make
payments under the payment schedule; early payments will reduce the outstanding
principal balance due. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends such
payment, Lender may accept it without losing any of Lender's rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of any disputed amount must be mailed or
delivered to Lender at the address above.

         6.       LATE CHARGE. If a payment is 10 days or more late, Borrower
will pay to Lender a late charge equal to the lesser of 5.0% of the regularly
scheduled payment or the maximum amount permitted under applicable law.

         7.       INTEREST AFTER DEFAULT. Upon default, including failure to pay
all amounts due upon final maturity of this Note, Lender may, at its option and
if permitted by applicable law, increase the interest rate of this Note by 2.00
percentage points (200 basis points). The interest rate will not exceed the
maximum rate permitted by law.

         8.       DEFAULT. Each of the following shall constitute an event of
default ("Event of Default") under this Note:

                  a.       PAYMENT DEFAULT. Borrower fails to make any payment
when due under this Note.

                  b.       OTHER DEFAULTS. Borrower or any Grantor fails to
comply with or to perform any other term, obligation, covenant or condition
contained in this Note or in any of the Related Documents or to comply with or
to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower. If any failure, other than a failure to
pay money, is curable and if Borrower or Grantor, as the case may be, has not
been given a notice of a similar breach within the preceding 12 months, it may
be cured (and no Event of Default will have occurred) if Borrower or Grantor, as
the case may be, after delivery of written notice from Lender demanding cure of
such failure: (a) cures the failure within 15 days; or (b) if the cure requires
more than 15 days, immediately initiates steps sufficient to cure the failure
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance within 60 days after notice is sent.







2 - PROMISSORY NOTE
PDX/112816/141153/DLH/1386346.1

                  c.       DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any
Grantor defaults under any loan, extension of credit, security agreement,
purchase or sale agreement, or any other agreement in favor of any other
creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under
this Note or any of the Related Documents.

                  d.       FALSE STATEMENTS. Any warranty, representation or
statement made or furnished to Lender by Borrower or on Borrower's behalf under
this Note or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.

                  e.       DEATH OR INSOLVENCY. The dissolution of Borrower
(regardless of whether election to continue is made), or any other termination
of Borrower's existence as a going business or the death of any Borrower, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower's
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.

                  f.       CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of
foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by
any governmental agency against any Collateral securing the Loan.

                  g.       EVENTS AFFECTING GUARANTOR. Any of the preceding
events occurs with respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the Indebtedness evidenced by this Note. In
the event of a Guarantor's death, Lender, at its sole option, may permit the
Guarantor's estate to assume unconditionally the obligations arising under the
guaranty in a manner satisfactory to Lender, and in doing so, cure any Event of
Default.

                  h.       ADVERSE CHANGE. A material adverse change occurs in
Borrower's financial condition, or Lender believes the prospect of payment
performance of this Note has been impaired.

                  i.       INSECURITY. Lender in good faith believes itself
insecure.

         9.       LENDER RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance of this Note and all unpaid interest and other amounts
outstanding immediately due, and then Borrower will pay that amount.

         10.      ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else
to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender's
reasonable attorneys' fees and legal expenses, whether or not there is a
lawsuit, including without limitation attorneys' fees and expenses incurred by
Lender at trial, on appeal and in any arbitration or bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction). If not
prohibited by




3 - PROMISSORY NOTE
PDX/112816/141153/DLH/1386346.1

applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law.

         11.      ASSIGNMENTS. Borrower acknowledges that Lender may (i) sell
and assign its interest in the Note, the payments due thereunder and all Related
Documents, in whole or in part, to an assignee (the "Assignee") which may be
represented by a bank or trust company acting as a trustee of such Assignee.
BORROWER ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LENDER OR ANY ASSIGNEE
SHALL NOT MATERIALLY CHANGE BORROWER'S OBLIGATIONS UNDER THE ASSIGNED NOTE. Any
Assignee shall be entitled to enforce all the rights so assigned but be under no
obligation to Borrower to perform any of Lender's obligations under the assigned
Note, the sole remedy of Borrower being against Lender with Borrower's right
against Lender being unaffected except as provided herein. Borrower agrees that
upon notice of assignment of this Note, it shall pay directly to the Assignee,
unconditionally, all amounts which become due hereunder. Borrower specifically
covenants and agrees that it will not assert against any Assignee any claims by
way of abatement, defense, set-off, counterclaim, recoupment or otherwise which
Borrower may have against Lender or any third party, and BORROWER SHALL NOT
ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION FOR NOTE PAYMENTS OR OTHER MONEYS
PAYABLE HEREUNDER ANY DEFENSE EXCEPT THE DEFENSE OF PAYMENT TO SUCH ASSIGNEE.
Upon Lender's request, Borrower will acknowledge to any Assignee receipt of
Lender's notice of assignment.

         12.      JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY
JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR
BORROWER AGAINST THE OTHER.

         13.      GOVERNING LAW. This Note will be governed by, construed and
enforced in accordance with the laws of the Stat e of Oregon. This Note has been
accepted by Lender in the State of Oregon.

         14.      CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Multnomah
County, Oregon.

         15.      DEFINITIONS. Capitalized terms used in this Note, if any, that
are not defined herein have the meanings assigned to those terms in the Business
Loan Agreement between Borrower and Destination Capital, LLC dated August 24,
2004 (the "Loan Agreement").

         16.      COLLATERAL. Borrower acknowledges this Note is secured by the
Collateral described in the Loan Agreement and/or Security Agreement executed by
Borrower and/or Grantor.

         17.      SUCCESSOR INTERESTS. The terms of this Note shall be binding
upon Borrower and Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.

         18.      GENERAL PROVISIONS. Lender may delay or forego enforcing any
of its rights or remedies under this Note without losing them. Borrower and any
other person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment,





4 - PROMISSORY NOTE
PDX/112816/141153/DLH/1386346.1

demand for payment and notice of dishonor. Upon any change in the terms of this
Note, and unless otherwise expressly stated in writing, no party who signs this
Note, whether as maker, guarantor, accommodation maker or endorser, shall be
released from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the Collateral and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. If there is more
than one Borrower, the obligations of each Borrower under this Note are joint
and several.

         UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY
LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST
BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

         PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE.

         BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETE COPY OF THIS NOTE.

                                    BORROWER:

                                    CHRISTENSON VELAGIO, INC.



                                    By: /s/ A. MARK WALTER
                                       -----------------------------------------
                                    Title:  President



























5 - PROMISSORY NOTE
PDX/112816/141153/DLH/1386346.1

EX-99.35

                                 PROMISSORY NOTE

BORROWER: Christenson Velagio, Inc.         LENDER: Christenson Leasing Company,
          1631 NW Thurman Street, Suite 200         LLC
          Portland, Oregon 97209                    805 SW Broadway, Suite 560
                                                    Portland, Oregon  97205
                                                    Telephone: (503) 419-3500

        Principal Amount:  $420,000.00    Initial Interest Rate:  16.25%
                          Date of Note: August 1, 2005

         1.       PROMISE TO PAY. Christenson Velagio, Inc. ("Borrower")
promises to pay Christenson Leasing Company, LLC ("Lender") in lawful money of
the United States of America, the principal amount of Four Hundred Twenty
Thousand Dollars ($420,000.00.00), together with interest on the unpaid
principal balance from and including July 25, 2005 until paid in full. Borrower
will pay Lender at Lender's address shown above or at such other place as Lender
may designate in writing.

         This Note is one of the 3 promissory notes issued by Borrower to
supercede and replace the Promissory Note dated August 24, 2004 made and
delivered by Borrower in favor of Destination Capital, LLC as referenced in that
certain Assignment of Business Loan Agreement and Promissory Note of even date
herewith.

         2.       INTEREST RATE. Interest shall be calculated on the basis of a
365-day year and actual days elapsed and shall accrue on the unpaid balance of
this Note at the prime rate of interest as publicly announced by U.S. Bank
National Association, fully floating, plus 10% (1000 basis points). NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

         3.       PAYMENT. Borrower will pay this Loan and Note as follows:

                  a.       PAYMENTS. Commencing August 24, 2005, and continuing
on the same day of each month thereafter, Borrower shall make monthly principal
payments of $11,666.67 plus accrued and unpaid interest. In addition, Borrower
shall make payments in the amount of any proceeds realized by Borrower or its
parent, Microfield Group, Inc. ("Microfield" or "Guarantor"), from debt or
equity offerings by Borrower or Microfield while the Loan is outstanding. In the
event that one or more of the other promissory notes referenced in Section 1
above are also outstanding at such time, Borrower's additional payment shall be
calculated as a proportionate amount of the offering proceeds based on the
outstanding balance of each such promissory note at that time.

                  b.       MATURITY. The outstanding principal balance and all
accrued and unpaid interest shall be due and payable on or before July 24, 2008
(the "Maturity Date"); provided, however, that after the occurrence of an Event
of Default, the outstanding principal and all accrued interest shall be payable
on demand. In addition, the outstanding principal balance and all accrued and
unpaid interest shall be due and payable in the event of (1) a sale of all or
substantially all of the assets or stock of Borrower, or (2) the transfer of
ownership or beneficial interest, by merger or otherwise, of 25% or more of the
stock of Borrower.




1 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385646.1

         4.       APPLICATION OF PAYMENTS. Unless otherwise agreed or required
by applicable law, payments will be applied first to expenses for which Borrower
is liable hereunder (including unpaid collection costs and late charges), next
to accrued and unpaid interest, and the balance to principal.

         5.       PREPAYMENT. Borrower agrees that all loan fees and other
prepaid finance charges are earned fully as of the date of this Note and will
not be subject to refund upon early payment (whether voluntary or as a result of
default), except as otherwise required by law. All or any portion of this Note
may be prepaid at any time. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower of Borrower's obligation to continue to make
payments under the payment schedule; early payments will reduce the outstanding
principal balance due. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends such
payment, Lender may accept it without losing any of Lender's rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of any disputed amount must be mailed or
delivered to Lender at the address above.

         6.       LATE CHARGE. If a payment is 10 days or more late, Borrower
will pay to Lender a late charge equal to the lesser of 5.0% of the regularly
scheduled payment or the maximum amount permitted under applicable law.

         7.       INTEREST AFTER DEFAULT. Upon default, including failure to pay
all amounts due upon final maturity of this Note, Lender may, at its option and
if permitted by applicable law, increase the interest rate of this Note by 2.00
percentage points (200 basis points). The interest rate will not exceed the
maximum rate permitted by law.

         8.       DEFAULT. Each of the following shall constitute an event of
default ("Event of Default") under this Note:

                  a.       PAYMENT DEFAULT. Borrower fails to make any payment
when due under this Note.

                  b.       OTHER DEFAULTS. Borrower or any Grantor fails to
comply with or to perform any other term, obligation, covenant or condition
contained in this Note or in any of the Related Documents or to comply with or
to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower. If any failure, other than a failure to
pay money, is curable and if Borrower or Grantor, as the case may be, has not
been given a notice of a similar breach within the preceding 12 months, it may
be cured (and no Event of Default will have occurred) if Borrower or Grantor, as
the case may be, after delivery of written notice from Lender demanding cure of
such failure: (a) cures the failure within 15 days; or (b) if the cure requires
more than 15 days, immediately initiates steps sufficient to cure the failure
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance within 60 days after notice is sent.







2 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385646.1

                  c.       DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any
Grantor defaults under any loan, extension of credit, security agreement,
purchase or sale agreement, or any other agreement in favor of any other
creditor or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations under
this Note or any of the Related Documents.

                  d.       FALSE STATEMENTS. Any warranty, representation or
statement made or furnished to Lender by Borrower or on Borrower's behalf under
this Note or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.

                  e.       DEATH OR INSOLVENCY. The dissolution of Borrower
(regardless of whether election to continue is made), or any other termination
of Borrower's existence as a going business or the death of any Borrower, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower's
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.

                  f.       CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of
foreclosure or forfeiture proceedings, whether by judicial proceeding,
self-help, repossession or any other method, by any creditor of Borrower or by
any governmental agency against any Collateral securing the Loan.

                  g.       EVENTS AFFECTING GUARANTOR. Any of the preceding
events occurs with respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the Indebtedness evidenced by this Note. In
the event of a Guarantor's death, Lender, at its sole option, may permit the
Guarantor's estate to assume unconditionally the obligations arising under the
guaranty in a manner satisfactory to Lender, and in doing so, cure any Event of
Default.

                  h.       ADVERSE CHANGE. A material adverse change occurs in
Borrower's financial condition, or Lender believes the prospect of payment
performance of this Note has been impaired.

                  i.       INSECURITY. Lender in good faith believes itself
insecure.

         9.       LENDER RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance of this Note and all unpaid interest and other amounts
outstanding immediately due, and then Borrower will pay that amount.

         10.      ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else
to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender's
reasonable attorneys' fees and legal expenses, whether or not there is a
lawsuit, including without limitation attorneys' fees and expenses incurred by
Lender at trial, on appeal and in any arbitration or bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction). If not
prohibited by




3 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385646.1

applicable law, Borrower also will pay any court costs, in addition to all other
sums provided by law.

         11.      ASSIGNMENTS. Borrower acknowledges that Lender may (i) sell
and assign its interest in the Note, the payments due thereunder and all Related
Documents, in whole or in part, to an assignee (the "Assignee") which may be
represented by a bank or trust company acting as a trustee of such Assignee.
BORROWER ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LENDER OR ANY ASSIGNEE
SHALL NOT MATERIALLY CHANGE BORROWER'S OBLIGATIONS UNDER THE ASSIGNED NOTE. Any
Assignee shall be entitled to enforce all the rights so assigned but be under no
obligation to Borrower to perform any of Lender's obligations under the assigned
Note, the sole remedy of Borrower being against Lender with Borrower's right
against Lender being unaffected except as provided herein. Borrower agrees that
upon notice of assignment of this Note, it shall pay directly to the Assignee,
unconditionally, all amounts which become due hereunder. Borrower specifically
covenants and agrees that it will not assert against any Assignee any claims by
way of abatement, defense, set-off, counterclaim, recoupment or otherwise which
Borrower may have against Lender or any third party, and BORROWER SHALL NOT
ASSERT AGAINST SUCH ASSIGNEE IN ANY ACTION FOR NOTE PAYMENTS OR OTHER MONEYS
PAYABLE HEREUNDER ANY DEFENSE EXCEPT THE DEFENSE OF PAYMENT TO SUCH ASSIGNEE.
Upon Lender's request, Borrower will acknowledge to any Assignee receipt of
Lender's notice of assignment.

         12.      JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY
JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR
BORROWER AGAINST THE OTHER.

         13.      GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STAT E OF OREGON. THIS NOTE HAS BEEN
ACCEPTED BY LENDER IN THE STATE OF OREGON.

         14.      CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Multnomah
County, Oregon.

         15.      DEFINITIONS. Capitalized terms used in this Note, if any, that
are not defined herein have the meanings assigned to those terms in the Business
Loan Agreement between Borrower and Destination Capital, LLC dated August 24,
2004 (the "Loan Agreement").

         16.      COLLATERAL. Borrower acknowledges this Note is secured by the
Collateral described in the Loan Agreement and/or Security Agreement executed by
Borrower and/or Grantor.

         17.      SUCCESSOR INTERESTS. The terms of this Note shall be binding
upon Borrower and Borrower's heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.

         18.      GENERAL PROVISIONS. Lender may delay or forego enforcing any
of its rights or remedies under this Note without losing them. Borrower and any
other person who






4 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385646.1

signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the Collateral and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. If there is more
than one Borrower, the obligations of each Borrower under this Note are joint
and several.

         UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY
LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST
BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

         PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THIS NOTE.

         BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETE COPY OF THIS NOTE.

                                    BORROWER:

                                    CHRISTENSON VELAGIO, INC.



                                    By:  /s/ A. Mark Walter
                                       -----------------------------------------
                                    Title:  President


























5 - PROMISSORY NOTE
PDX/112816/141153/DLH/1385646.1

EX-99.36

                    NON-RECOURSE LOAN PARTICIPATION AGREEMENT

         THIS AGREEMENT is made effective July 27, 2004 between DESTINATION
CAPITAL, LLC, an Oregon limited liability company ("Originator"), and JMW GROUP,
LLC, an Oregon limited liability company ("Participant").

                                    RECITALS

         Originator has committed to make the Loan described below. Originator
desires to allow Participant to participate in the Loan, and Participant desires
to so participate, each on the terms hereinafter set forth.

                                    AGREEMENT

         THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto (the "Parties")
agree as follows:

         1.       DEFINITIONS.

         As used herein, the following terms shall have the designated meanings:

                  1.1      BORROWER. Christenson Velagio, Inc., an Oregon
corporation.

                  1.2      BUSINESS DAY. Any day other than a Saturday, Sunday
or a holiday on which commercial banks operating in the State of Oregon are
authorized to close.

                  1.3      COLLATERAL. The security for the Loan consisting of
the following: (a) guaranty of Microfield Group, Inc., (b) security interest in
Borrower's assets, (c) subordination agreement with CAPCO Financial Company, and
(d) instructions to remit funds.

                  1.4      LOAN. A loan or loans in the aggregate principal
amount of not less than $1,250,000 and not more than $2,000,000 advanced to
Borrower.

                           The proceeds of the Loan shall be used by Borrower
for the following purposes: solely for Borrower's business operations.

                  1.5      LOAN DOCUMENTS. The Business Loan Agreement,
Promissory Note, Commercial Security Agreement, UCC-1 financing statement,
Commercial Guaranty, Validity Guaranty, Instructions to Remit Funds, Corporate
Resolution to Borrow/Grant Collateral, Corporate Resolution to Guarantee,
Subordination Agreement, together with all loan commitments, loan applications,
environmental audits, certificates, credit reports, appraisals, financial
statements, insurance policies, consultants' reports, bonds, plans and
specifications, letters of credit, contracts, security agreements, financing
statements and other agreements or instruments now or hereafter held by,
prepared for or pledged to Originator, submitted by Borrower to Originator or
executed by Originator, Borrower or any guarantor or surety in connection with
the Loan.





1 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

                  1.6      LOAN FEES. All loan fees payable by Borrower in
connection with the Loan. Borrower is obligated to pay a Loan Fee, at the time
of each Loan disbursement, in the amount of 2% of amounts actually loaned to
Borrower; a proportionate part of the Loan Fee (in accordance with the
proportion of the Note funded by Originator and each Participant) shall be paid
to Participant, as and when received, in consideration of the commitment by
Participant of the funds Participant is obligated to advance hereunder.

                  1.7      NOTE. The promissory note, credit agreement or other
instruments executed and delivered by Borrower to Originator to evidence the
obligation of Borrower to repay the Loan, bearing interest at the following
rate: U.S. Bank prime rate plus 10% (1000 basis points).

                  1.8      PARTICIPATION CERTIFICATE. A certificate in the form
of the document attached hereto as Exhibit "A" to be executed and delivered by
Originator to Participant contemporaneously with the execution of this Agreement
to evidence the Participation Interest of Participant.

                  1.9      PARTICIPATION INTEREST(S). The undivided percentage
legal and equitable participation interest in and to the Loan, which represents
a principal share of $750,000 to be advanced by Participant, the Loan Documents
and the collateral assigned to Participant herein.

                           The undivided interest in the Loan retained by
Originator (if any) is sometimes referred to as the "Participation Interest of
Originator." Originator intends that other Participant Lenders, including
Christenson Leasing Company, LLC, will participate in the Loan by advancing
additional funds to be disbursed pursuant to the Loan and have Participation
Interests which are yet to be determined. At such time as Originator sells
additional Participation Interests to other Participant Lenders, Participant's
Participation Interest will be appropriately adjusted and a modified
Participation Certificate may be executed and delivered to Participant and the
other Participant Lenders.

                  1.10     PAYMENT ACCOUNTS. The accounts of the Parties to
which all payments made hereunder are to be submitted. The Payment Accounts
shall be as each Party notifies the other Party from time to time.

                  1.11     SERVICING FEE. The Fee to be retained by Originator
for servicing the Loan. The interest to be paid to Participant out of interest
payments made by Borrower shall be 2% less than the interest rate applicable to
the Note and such retained interest shall constitute the Servicing Fee.

         Other terms defined in this Agreement shall have the meanings
attributed to them.

         2.       PARTICIPATION INTEREST.

         Subject to adjustment as provided herein, Originator hereby bargains,
sells, assigns, transfers, delivers and sets over to Participant, and
Participant hereby purchases, assumes and accepts, the Participation Interest.
Originator has retained the balance of the Loan unless otherwise disclosed in
Section 1.9. Items to be allocated hereunder in accordance with the respective
Participation Interests of the Parties shall be allocated according to the
foregoing



2 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

percentages, subject to adjustment as provided herein. The Participation
Interest of Participant is a prorata participation, and all funds to be advanced
under the Loan, and all payments received on the Loan, shall be allocated
prorata to the Parties in accordance with their respective Participation
Interests.

         The total of principal advances made on the Loan shall not exceed the
stated principal amount of the Loan except to the extent that advances are made
to protect the security for the Loan as permitted herein.

         Pursuant to the terms of the Loan, Microfield Group, Inc. is required
to issue and deliver warrants to purchase its common shares based on the
principal Loan balance outstanding each month. As part of the Participation
Interest, Originator agrees to assign to Participant the proportionate part of
the warrants so issued and delivered by Microfield Group, Inc. based on the Loan
funds provided by Participant.

         3.       LOAN DOCUMENTS.

                  3.1      REVIEW OF LOAN DOCUMENTS. The Loan Documents have
been delivered to Borrower and Participant for review. Originator and Borrower
may negotiate changes to the Loan Documents prior to closing so long as the
changes are consistent with prudent lending practices. Participant shall have
the right to approve the final draft of all Loan Documents prior to closing.

                  3.2      POSSESSION. The original counterparts of the Loan
Documents, once delivered, shall be retained in the possession of Originator.
Originator covenants that it will hold the Loan in its name, but will hold for
Participant the Participation Interest of Participant in the Loan and Loan
Documents in accordance with the terms thereof.

         4.       FUNDING AND PAYMENTS.

                  4.1      TRANSFERS. Participant shall, promptly following
receipt of the documents identified in this Section (the "Disbursement
Documents"), transfer immediately available funds to the Payment Account of
Originator representing the portion of each principal disbursement to be
disbursed by Originator to Borrower which Participant is obligated to fund, such
disbursements to be made in accordance with the Loan Documents. The Disbursement
Documents shall consist of the following:

                           (a)      A copy of all documents received by
Originator pursuant to the Loan Documents in connection with the request for
each disbursement; and

                           (b)      A written request for advance from
Originator, specifying the amounts to be advanced by Originator and Participant.

                  4.2      INDEMNITIES. Participant shall defend, indemnify and
hold Originator harmless from and against any and all losses, liabilities,
causes of action, demands, costs and expenses (including attorney fees incurred
by or demanded from Originator) resulting from any failure of Participant to
transfer funds to Originator as required hereunder or to perform any obligations
of Participant hereunder. Originator agrees to defend, indemnify and hold
Participant



3 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

harmless from and against any and all losses, liabilities, claims, causes of
action, demands, costs and expenses (including attorney fees incurred by or
demanded from Participant) that may be asserted against Participant by reason of
a breach by Originator of its obligations under this Agreement or that may be
incurred by Participant by reason of the approval by Originator of a
disbursement request which results in a disbursement of funds to Borrower in
excess of the amount to which Borrower is entitled under the Loan Documents.

                  4.3      PAYMENTS. Upon actual receipt from or for the account
of Borrower, Originator shall distribute to Participant the percentage of
principal, interest, default rate interest, late charges and any other funds
required to be distributed to Participant hereunder, such percentage to be
equivalent to Participant's Participation Interest, and such payments to be made
(a) in immediately available funds to the Payment Account of Participant or (b)
by check, promptly following the Business Day that Originator credits the
payment against amounts outstanding on the Loan. Funds received and held by
Originator for Participant's Participation Interest shall be held by Originator
as agent for Participant until they are actually delivered to Participant..

                  4.4      TRANSFER AND ALLOCATION OF PAYMENTS. As between
Originator and Participant, all payments from Borrower received by Originator
(a) shall be deemed received, for purposes of transfer to Participant, upon
actual receipt of collected funds, and (b) shall be applied to principal,
interest and other amounts in accordance with the priority set forth in or
determined pursuant to the Loan Documents. Funds received by Originator from
Borrower for the purpose of paying Loan origination costs (exclusive of Loan
Fees), real estate taxes, assessments, insurance premiums or other similar
purposes shall be used by Originator for such purposes and no part thereof shall
be paid over to Participant.

         5.       OTHER OBLIGATIONS OF BORROWER.

         Notwithstanding any of the terms and conditions of this Agreement or of
the Loan Documents, Originator agrees that all collateral held and/or received
by Originator specifically as security for the payment of the Loan shall be held
by Originator only as security for the payment of the Loan, and shall not be
used or applied toward the payment of obligations of Borrower to Originator (if
any) otherwise evidenced or incurred, so long as the Loan or any part thereof
remains unpaid and Participant has a Participation Interest therein.

         6.       MODIFICATION AND ENFORCEMENT OF LOAN DOCUMENTS.

                  6.1      ENFORCEMENT. Originator shall have full and complete
authority to enforce the provisions of the Loan Documents. Originator shall
consult with Participant as it shall deem advisable in light of the community of
interests represented by the joint participation in the Loan. Originator shall,
in the exercise of its reasonable business judgment and in light of all
circumstances surrounding the Loan, have full and complete authority to pursue
any remedy or remedies available for enforcement of the Loan Documents;
provided, however, that Originator may not make any material amendment to the
Loan Documents, forgive or waive any principal or interest, or release any
collateral or obligor on the Loan without the prior written consent of
Participant. All costs and expenses actually incurred by the parties hereto in
enforcing, arising out of, or relating to, the Loan Documents, including,
without limitation, the



4 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

foreclosure of any security interest, or defense of any claim or counterclaim,
shall to the extent the same are not actually reimbursed to the party advancing
the same, be allocated between the parties hereto in the same proportion as
their respective Participation Interests.

         If Originator is unable to collect the Loan after reasonable efforts to
do so, Originator shall give prompt notice thereof to Participant and shall
commence foreclosure by appropriate procedure all as reasonably determined by
Originator. Originator, after consultation with Participant, may determine
whether to purchase any of the collateral at any foreclosure sale or to accept a
deed-in-lieu of foreclosure and shall manage and maintain the collateral if so
acquired in accordance with Section 7.3 below.

         Originator: (1) may consult concerning the Loan with legal counsel
(including but not limited to legal counsel for Borrower), independent public
accountants, any other experts selected by Originator and shall not be liable
for any action taken or omitted in good faith advice of such counsel,
accountants or experts; (2) shall incur no liability by acting upon any notice
consent, certificate, or other instrument or writing (which may be by facsimile,
telecopy or telex) believed by Originator to be genuine and believed by
Originator to be signed or sent by the proper party; (3) shall have no duty to
inspect any property (including but not limited to the books and records) of
Borrower or any property or other interest securing the Loan; and (4) shall not
be required to make any inquiry concerning the performance by Borrower of its
obligations under or compliance by Borrower with the terms and conditions of any
of the Loan Documents.

                  6.2      SET-OFFS. Originator and Participant shall share,
proportionately in accordance with their respective Participation Interests, all
amounts obtained by either from any parties obligated on the Loan ("Debtors") by
way of set-offs from accounts maintained with either.

         7.       DEFAULT UNDER LOAN DOCUMENTS.

                  7.1      NOTICE OF DEFAULT. Originator shall give prompt
notice to Participant as to any default under the terms of any of the Loan
Documents, upon Originator obtaining knowledge of the same. Originator shall
forward to Participant copies of all notices, correspondence and other materials
which may be sent or received by Originator in connection with a default.

                  7.2      CONDUCT NOTICES. In the event of a default by
Borrower under the Loan Documents, Originator may inform Participant by written
notice (a "Conduct Notice") of the course of conduct to be undertaken in
response to such default (e.g., modification of the Loan Documents, foreclosure,
acceptance of a deed-in-lieu of foreclosure, etc.). Originator may modify such
course of conduct from time to time, as circumstances may suggest, and shall so
inform Participant by a Conduct Notice. Notwithstanding any other provision
hereof, Originator always shall have the right to take such steps as it
reasonably deems necessary to protect and to preserve the rights reserved to it
under the Loan Documents, within the time frames set forth in the Loan
Documents.

                  7.3      ACQUISITION OF COLLATERAL. In the event any of the
Collateral is acquired by Originator by foreclosure, conveyance in lieu of
foreclosure, or otherwise in accordance with Section 6.1, at a time when both
Originator and Participant have a Participation Interest in the


5 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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Loan, each shall have an undivided ownership interest in such Collateral in
percentages equal to the respective principal amounts actually advanced by each,
less any payments of principal returned to each. If Originator acquires or
intends to acquire any Collateral at foreclosure sale in accordance with Section
6.1, Originator may credit bid all or a portion of the amount outstanding on the
Loan, such bid to be allocated proportionately between Originator and
Participant according to their respective Participation Interests. After title
to any Collateral is acquired by Originator, Originator shall prepare a proposed
joint ownership agreement concerning ownership, management, maintenance, repair
or improvement of said Collateral, including cost estimates. Participant shall
have the right to approve such proposal, such approval not to be unreasonably
withheld. Such joint ownership agreement shall provide, and pending execution of
the same the Parties agree, that during the period such Collateral is held by
the Parties as owners (a) all income, expenses (including court costs and
attorney fees) and liabilities arising out of the ownership, management and
possession of said Collateral shall be shared proportionately in accordance with
the ownership interest of each, (b) Originator and Participant each shall be
required to consent to the terms and conditions relating to any disposition of
such Collateral, which consent shall not be unreasonably withheld, and (c) in
the event of disposition of such Collateral, the proceeds shall be divided
prorata in accordance with the ownership interest of each. All Collateral
acquired by foreclosure, deed in lieu of foreclosure, or other remedies shall be
held by Originator for itself and for Participant according to their respective
ownership interests.

                  7.4      PURCHASE OPTION. In the event of a default by
Borrower under the Loan Documents, each Participant shall have the first option
to purchase Originator's ownership interest in this participation
proportionately in accordance with its Participation Interest.

         8.       SERVICING AND EXTRAORDINARY EXPENSES.

                  8.1      SERVICING CONTROL. Subject to Sections 6 and 7,
Originator shall have authority for servicing and administering the Loan in all
respects. Originator shall be responsible for servicing and administering the
Loan in accordance with prudent lending procedures for loans of a similar type.
Originator shall approve and disapprove all requests for disbursements in
accordance with its normal banking procedures for similar loans. Participant
shall not be responsible for any payment to Originator for the costs of
servicing the Loan, including the processing of requests for disbursement of the
proceeds of the Loan under periodic draw requests permitted under the Loan
Documents.

                  8.2      EXTRAORDINARY EXPENSES. It is agreed that any
necessary or appropriate extraordinary services which may be proper in
connection with the Loan, including items such as (a) the restructure or
foreclosure of the Loan Documents including litigation relating thereto, (b)
maintenance, improvement, management or sale of any Collateral (including
advances made on behalf of any of the Debtors as authorized under the Loan
Documents), or (c) appraisal fees, attorney fees and court costs, shall be
contracted or performed by Originator at its customary cost for such services,
provided such cost is reasonable. Originator and Participant each shall pay
their proportionate shares (based upon their respective Participation Interests)
of such expenses; provided, however, that Originator shall refund such payments,
on a basis proportionate to the respective Participation Interests of the
Parties, to the extent Originator receives cash reimbursement therefor from any
of the Debtors.

6 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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                  8.3      RECORDS AND ACCOUNTS. Originator shall maintain
records of the Loan, and such records shall be available to Participant at all
reasonable times during the normal business hours of Originator. Participant
shall have the right to an accounting for all monies or other property received
by Originator in connection with the Loan.

                  8.4      SERVICING COSTS. Except as provided in this Section,
each Party shall bear its own administrative and servicing cost with respect to
the Loan.

         9.       NON-FUNDING AND CONTROL CONTINGENCY DEFAULT.

                  9.1      NON-FUNDING CONTINGENCY. In the event that either
Participant or Originator, or any successor of either, or any public authority
which acquires direct management or control over any of the foregoing or is
appointed as receiver thereof, fails to fund its proportionate share of any Loan
disbursement or other sum to be funded or paid hereunder as and when required,
the non-defaulting lender shall have the right, in each instance, to elect,
within ten (10) days of acquiring knowledge of such default, to proceed under
any or all of the following provisions of this Section 9.1, separately or
simultaneously as the non-defaulting lender may elect:

                  9.1.1    AFFIRMATION OF AGREEMENT. So long as any such default
remains uncured by the defaulting lender, the non-defaulting lender may elect to
continue this Agreement on the following basis:

                           (a)      The defaulting lender shall have no right
whatsoever to the payment of any interest with respect to the Loan which accrues
from and after the first day of the calendar month during which such default
occurs;

                           (b)      As subsequent payments or other funds
(including judgment or foreclosure proceeds), if any, are received from or for
the account of Borrower with respect to the Loan, the same shall be paid and
applied as follows:

                                    (i)      First: to all amounts then due or
owing to the non-defaulting lender by Borrower;

                                    (ii)     Second: to all amounts then due or
owing to the non-defaulting lender by the defaulting lender;

                                    (iii)    Third: to all other amounts then
due to the non-defaulting lender;

                                    (iv)     Fourth: to principal then due to
the defaulting lender; and

                                    (v)      Fifth: unless otherwise required by
law or by a court of competent jurisdiction, to a non-interest bearing account
maintained by the non-defaulting lender for subsequent application to the
obligations set forth above, in the order of priority set forth above.






7 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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                           9.1.2    SALE OF PARTICIPATION INTEREST. The
non-defaulting lender may elect to acquire, or to designate a third party lender
to acquire, the Participation Interest of the defaulting lender, upon payment
(which shall be deemed full payment of the amount due to the defaulting lender)
of the then outstanding principal balance of all disbursements made by the
defaulting lender with respect to the Loan. Such acquisition shall be
consummated within ten (10) days of written notice from the non-defaulting
lender stating that the non-defaulting lender has elected to proceed under this
Section 9.1.2, or within such longer time period as is reasonably required by
the non-defaulting lender to consummate such sale.

                           9.1.3    ADJUSTMENT OF PARTICIPATION INTEREST. The
non-defaulting lender shall have the right, but not the obligation, to expend
such sums and to do such acts as are necessary to remedy the breach of the
defaulting lender. No exercise of any such right shall be a waiver of the
default. All funds expended by the non-defaulting lender in this connection
shall be deemed to be additional principal advances to Borrower, whether or not
actually disbursed to Borrower, so that the percentage Participation Interest of
the non-defaulting lender shall increase and the percentage Participation
Interest of the defaulting lender shall decrease.

                           9.1.4    ADDITIONAL RIGHTS. In addition to the rights
set forth above, the non-defaulting lender shall have all rights and remedies
available at law and/or in equity with respect to such default, including the
right to consequential damages.

                  9.2      TRANSFER OF SERVICING CONTROL. Without limiting the
operation of Section 9.1 in such circumstances, in the event of the occurrence
of any of the following:

                           9.2.1    A funding default by Originator,

                           9.2.2    Insolvency or bankruptcy of Originator,

                           9.2.3    The involuntary or unapproved sale or
assignment of Originator's interest in the Loan, or

                           9.2.4    The gross negligence or fraud by Originator
in the performance of its duties hereunder or a material breach of this
Agreement by Originator,

                           and if and so long as Participant is not in default
hereunder, Participant shall have the right in any of such events, to be
exercised by written notice given to Originator within ten (10) days of such
default, to assume all of the servicing powers herein granted to Originator, and
an option to designate any person or firm, in its discretion, to exercise such
powers; provided, however, that Originator shall retain ownership of
Originator's participation Interest. In such event, the Loan Documents and all
records relating to the Loan, together with the balance of any reserve accounts,
shall be delivered, upon written request, to Participant or its designated
agent, as the case may be. In the event there are multiple Participants, the
Participants shall exercise these rights jointly upon mutual agreement.

         10.      FULL RISK PARTICIPATION; WARRANTIES.

                  10.1     FULL RISK PARTICIPATION. Originator does not assume
and shall not have any liability to Participant for repayment of the Loan or the
recovery of any sums advanced by

8 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

Participant or interest thereon. The sale of the Participation Interest to
Participant does not constitute an "investment security." Originator does not
assume and shall have no responsibility or liability, express or implied, for
the collectability of the Loan, the Note, or any other Loan Document, or the
financial condition of Borrower or any of the Debtors, or any credit or other
information furnished by Originator to Participant. Participant acknowledges
that the decision to participate in the Loan was made on the basis of
independent judgment based on an informed independent analysis of the Collateral
and the financial condition of Borrower and all Debtors.

                  10.2     WARRANTIES.

                           10.2.1   BY ORIGINATOR. Originator makes the
following covenants, warranties and representations for the benefit of
Participant:

                                    (a)      The Loan and Loan Documents are, or
upon the closing of the Loan will be, owned by it and that no other person or
entity shall have any interest therein except as specifically disclosed to and
consented to by Participant.

                                    (b)      Originator has complied with all
laws and regulations applicable to Originator in connection with the Loan.

                                    (c)      Originator shall have actual or
constructive possession (through a designated escrow agent or otherwise) of all
Loan Documents before Loan funds are released.

                                    (d)      Originator has delivered to
Participant true copies of all Loan Documents and all current financial
information submitted by Borrower and will continue to provide to Participant
copies of all material updates, documents, instruments, or financial information
or other information submitted by Borrower.

                                    (e)      Originator has no knowledge of any
defect, invalidity, claims of offset, or other allegations or defenses to the
effectiveness of any of the proposed Loan Documents.

                                    (f)      None of the Loan Documents have
been pledged, modified, assigned, compromised or waived by Originator.

                                    (g)      Originator is not aware of any
material defaults by Borrower under any of the Loan Documents.

                                    (h)      Originator has the authority to
enter into this Agreement and this Agreement has been duly executed by
Originator and is binding on and enforceable against Originator in accordance
with its terms.

                                    (i)      Originator's submission of
Borrower's future advance requests to Participant shall constitute Originator's
continuing representation to Participant that the representations set forth
herein remain true and correct and that, in Originator's judgment, Borrower is
entitled to the disbursement of all Loan proceeds to which the request related.



9 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

                                    (j)      Originator has taken such steps,
actions and precautions that a prudent lender would take under similar
circumstances to ensure the authority of any person signing any Loan Document.

                                    (k)      Originator shall promptly record or
file, shall promptly cause to be recorded or filed, or has recorded or filed in
the appropriate place or office each Loan Document necessary to perfect any
security interest granted by the Loan Documents, and has taken such other action
as a prudent lender would take to perfect any such security interest. Except as
specified above, Originator makes no representation or warranty of any kind and
shall not be responsible for: (1) any statement, warranty or representation made
in any Loan Document or in connection with the Loan; (2) the financial or other
condition of Borrower or any other person obligated for payment of the Loan; (3)
the performance of any of the terms, covenants or conditions of any Loan
Document; (4) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document; (5) the title
to, the value of, or the validity, perfection or priority of any security
interest in, any Collateral; (6) the financial condition or creditworthiness of
Borrower or any other entity which may have liability for the Loan, or the
collectability of the Loan; (7) the environmental condition of any of Borrower's
property or operations; or (8) any other matter with respect to the Loan
Documents, Loan or Borrower.

                           10.2.2   BY PARTICIPANT. Participant makes the
following representations and warranties to and for the benefit of Originator:

                                    (a)      Participant has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and assuming the risk of its purchase of its Participation interest
in the Loan;

                                    (b)      Participant has reviewed such
materials and the information with respect to Borrower and the Loan as
Participant has deemed necessary to make its decision to purchase the
Participation Interest, all based solely on its own independent evaluation of
the Loan and Borrower's creditworthiness;

                                    (c)      Participant is purchasing its
Participation Interest for its own account for the purpose of investment and not
with a view to resale thereof; and

                                    (d)      Participant has authority to enter
into this Agreement and this Agreement has been duly executed by Participant and
is binding on and enforceable against it in accordance with its terms.

         11.      BINDING EFFECT.

         This Agreement shall be binding upon and inure to the benefit of
Originator and Participant and their respective permitted successors and
assigns, including, without limitation, any governmental agency or authority
which becomes a successor in interest to either of the parties hereto.







10 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

         12.      TERMINATION.

         This Agreement shall terminate upon the earliest of (a) discharge of
all obligations under the Loan Documents and repayment of all indebtedness
evidenced by the Loan Documents and payment of the appropriate shares thereof to
the Parties, in accordance with their respective Participation Interests, (b)
the exercise of any acquisition right set forth in Section 9, or (c) by
agreement of the Parties. No termination shall relieve either Party of any prior
accrued obligation.

         13.      NO JOINT VENTURE.

         It is agreed that Originator and Participant are not in a fiduciary
relationship, are not partners or joint venturers, and that Originator is not to
act as agent for Participant except as specifically provided herein, but
Originator is to act in all matters hereunder for Participant as an independent
contractor. It is the intent of the parties that the sale of an interest in the
Loan to Participant shall not have created nor be deemed to be a security within
the meaning of the Exchange Act of 1934 or under any applicable state securities
law. This Agreement shall not be construed to be an extension of credit by
Participant to Originator.

         14.      LOAN FEES.

         Originator shall remit to Participant its share of the Loan Fee upon
the execution hereof or within three (3) Business Days of the date collected,
whichever is later.

         15.      NOTICES.

         Any notice to be given under this Agreement shall be in writing and
shall be deemed given and received upon personal delivery or two (2) Business
Days after deposit in the U.S. mail, certified or registered mail with postage
prepaid, return receipt requested, addressed as follows:

         If to Originator:

                  Destination Capital, LLC
                  1631 NW Thurman Street, Ste. 400
                  Portland, OR  97209
                  Attn:  Manager

         If to Participant:

                  JMW Group, LLC
                  1631 NW Thurman Street, Ste. 400
                  Portland, OR 97209
                  Attn:  Robert Jesenik

         Notice given in any other manner shall be effective upon receipt by the
Party for whom the same is intended. Either Party may change its designated
address by written notice given as aforesaid.






11 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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         16.      THIRD PARTIES.

         There are no third party beneficiaries to this Agreement. Without
limiting the generality of the foregoing, Borrower and all other Debtors are not
third party beneficiaries hereof.

         17.      ATTORNEY FEES.

         In the event of litigation or other proceedings (including arbitration
or bankruptcy proceedings) between the Parties with respect to this Agreement,
the prevailing Party shall be entitled to recover from the other Party, in
addition to all other sums and relief, its reasonable costs and attorney fees,
both at and in preparation for trial, arbitration and any appeal, such amount to
be set by the court or arbitrator before which the matter is heard.

         18.      GOVERNING LAW, WAIVER OF JURY TRIAL AND JURISDICTION.

         This Agreement shall be governed by and interpreted under the laws of
the State of Oregon. The Parties hereby irrevocably submit to the jurisdiction
of any state or federal court sitting in Portland, Oregon. Each Party waives any
objection which it may now or hereafter have to a laying of venue in any such
action or proceeding in any such forum, and also waives any claim that any such
forum is an inconvenient forum. Each Party agrees that it shall not bring suit
or action upon this Agreement in the courts of any other jurisdiction. Each
Party also irrevocably waives the right to a trial by jury in connection with
any action brought to construe or enforce this Agreement.

         19.      INTEGRATION; AMENDMENT.

         This Agreement, including the exhibits hereto, constitutes the entire
agreement of Originator and Participant with respect to the Loan and supersedes
all prior oral and written, and all contemporaneous oral, negotiations with
respect thereto. Any "commitment letter" issued by Participant in connection
with the Loan is specifically superseded by this Agreement. No provision of this
Agreement may be amended or waived except by a written agreement executed by
both Participant and Originator.

         20.      TIME OF ESSENCE.

         Time is of the essence hereof.

         21.      INTERPRETATION.

         The section headings herein are for convenience only and shall not
affect the interpretation hereof. If any provision of this Agreement is held to
be invalid, illegal or unenforceable as written, then the Parties intend and
desire that (a) such provision be enforceable and enforced to the fullest extent
allowed by law, and (b) the balance of this Agreement remain fully enforceable
as written.









12 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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         22.      SURVIVAL.

         No termination or expiration of this Agreement shall terminate any
prior accrued obligation hereunder nor terminate or diminish any indemnity or
attorney fees provision contained herein, all of which obligations and
provisions are expressly agreed to survive any such termination or expiration.

         23.      COUNTERPARTS.

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original when one or more of such counterparts has been
executed and delivered by each of the Parties.

         24.      COMPLIANCE WITH LOAN DOCUMENTS.

         Originator agrees to perform its obligations under the Loan Documents
and to make all advances required to be made by Originator to Borrower pursuant
to the Loan Documents.

         25.      SPECIAL CONDITIONS.

         [Intentionally blank]

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.

                                   ORIGINATOR:

                                   DESTINATION CAPITAL, LLC
                                   By: JMW Capital Partners, Inc., its Manager



                                   By: /s/ ROBERT JESENIK
                                      ------------------------------------------
                                      Robert Jesenik, CEO



                                   PARTICIPANT:

                                   JMW GROUP, LLC
                                   By: JMW Capital Partners, Inc., its Manager



                                   By: /s/ ROBERT JESENIK
                                      ------------------------------------------
                                      Robert Jesenik, CEO









13 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

                                   EXHIBIT "A"

                            PARTICIPATION CERTIFICATE

         THIS CERTIFICATE is executed pursuant to that certain Loan
Participation Agreement dated ____________________, 2004 (the "Participation
Agreement"). Destination Capital, LLC ("Originator") and ___________, LLC
("Participant") are participants in a loan to Christenson Velagio, Inc.
("Borrower"). This Certificate shall evidence Participant's participation in the
Loan on the following terms:

DATE OF NOTE: _________, 2004

EFFECTIVE DATE OF PARTICIPATION:_____________________

PARTICIPATION INTERESTS:

         Participant            Fractional Interest                   Amount

                                %                            $_________________

                                %                            $_________________

                                %                            $_________________

                                %                            $_________________

TOTAL LOAN AMOUNT               %                            $_________________

         This instrument shall certify that the lenders named above have
participated in the Loan in the respective amounts set forth pursuant to the
terms of the Participation Agreement.

         EXECUTED effective ___________, 2004.

ORIGINATOR                                       PARTICIPANT

Destination Capital, LLC
By: JMW Capital Partners, Inc., its Manager



By:  /s/ ROBERT JESENIK                  By:___________________________________
   -----------------------------------
     Robert Jesenik, CEO                 Name:_________________________________

                                         Title:________________________________











14 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385606.1

EX-99.37

                    NON-RECOURSE LOAN PARTICIPATION AGREEMENT

         THIS AGREEMENT is made effective September 10, 2004 between DESTINATION
CAPITAL, LLC, an Oregon limited liability company ("Originator"), and
CHRISTENSON LEASING COMPANY, LLC, an Oregon limited liability company
("Participant").

                                    RECITALS

         Originator has committed to make the Loan described below. Originator
desires to allow Participant to participate in the Loan, and Participant desires
to so participate, each on the terms hereinafter set forth.

                                    AGREEMENT

         THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto (the "Parties")
agree as follows:

         1.       DEFINITIONS.

         As used herein, the following terms shall have the designated meanings:

                  1.1      BORROWER. Christenson Velagio, Inc., an Oregon
corporation.

                  1.2      BUSINESS DAY. Any day other than a Saturday, Sunday
or a holiday on which commercial banks operating in the State of Oregon are
authorized to close.

                  1.3      COLLATERAL. The security for the Loan consisting of
the following: (a) guaranty of Microfield Group, Inc., (b) security interest in
Borrower's assets, (c) subordination agreement with CAPCO Financial Company, and
(d) instructions to remit funds.

                  1.4      LOAN. A loan or loans in the aggregate principal
amount of not less than $1,250,000 and not more than $2,000,000 advanced to
Borrower.

                           The proceeds of the Loan shall be used by Borrower
for the following purposes: solely for Borrower's business operations.

                  1.5      LOAN DOCUMENTS. The Business Loan Agreement,
Promissory Note, Commercial Security Agreement, UCC-1 financing statement,
Commercial Guaranty, Validity Guaranty, Instructions to Remit Funds, Corporate
Resolution to Borrow/Grant Collateral, Corporate Resolution to Guarantee,
Subordination Agreement, together with all loan commitments, loan applications,
environmental audits, certificates, credit reports, appraisals, financial
statements, insurance policies, consultants' reports, bonds, plans and
specifications, letters of credit, contracts, security agreements, financing
statements and other agreements or instruments now or hereafter held by,
prepared for or pledged to Originator, submitted by Borrower to Originator or
executed by Originator, Borrower or any guarantor or surety in connection with
the Loan.




1 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

                  1.6      LOAN FEES. All loan fees payable by Borrower in
connection with the Loan. Borrower is obligated to pay a Loan Fee, at the time
of each Loan disbursement, in the amount of 2% of amounts actually loaned to
Borrower; a proportionate part of the Loan Fee (in accordance with the
proportion of the Note funded by Originator and each Participant Lender) shall
be paid to Participant, as and when received, in consideration of the commitment
by Participant of the funds Participant is obligated to advance hereunder.

                  1.7      NOTE. The promissory note, credit agreement or other
instruments executed and delivered by Borrower to Originator to evidence the
obligation of Borrower to repay the Loan, bearing interest at the following
rate: U.S. Bank prime rate plus 10% (1000 basis points).

                  1.8      PARTICIPATION CERTIFICATE. A certificate in the form
of the document attached hereto as Exhibit "A" to be executed and delivered by
Originator to Participant contemporaneously with the execution of this Agreement
to evidence the Participation Interest of Participant.

                  1.9      PARTICIPATION INTEREST(S). The undivided percentage
legal and equitable participation interest in and to the Loan, which represents
a principal share of $450,000 to be advanced by Participant, the Loan Documents
and the collateral assigned to Participant herein. The interest of all
Participant Lenders to date is as follows:

                  Originator                             $-0-              0%
                  JMW Group, LLC                         $750,000       62.5%
                  Christenson Leasing Company, LLC       $450,000       37.5%

                  The undivided interest in the Loan retained by Originator (if
any) is sometimes referred to as the "Participation Interest of Originator."
Originator intends that other Participant Lenders will participate in the Loan
by advancing additional funds to be disbursed pursuant to the Loan and have
Participation Interests which are yet to be determined. At such time as
Originator sells additional Participation Interests to other Participant
Lenders, Participant's Participation Interest will be appropriately adjusted and
a modified Participation Certificate may be executed and delivered to
Participant and the other Participant Lenders.

                  1.10     PAYMENT ACCOUNTS. The accounts of the Parties to
which all payments made hereunder are to be submitted. The Payment Accounts
shall be as each Party notifies the other Party from time to time.

                  1.11     SERVICING FEE. The Fee to be retained by Originator
for servicing the Loan. The interest to be paid to Participant out of interest
payments made by Borrower shall be 2% less than the interest rate applicable to
the Note and such retained interest shall constitute the Servicing Fee.

                           Other terms defined in this Agreement shall have the
meanings attributed to them.









2 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

         2.       PARTICIPATION INTEREST.

         Subject to adjustment as provided herein, Originator hereby bargains,
sells, assigns, transfers, delivers and sets over to Participant, and
Participant hereby purchases, assumes and accepts, the Participation Interest.
Originator has retained the balance of the Loan unless otherwise disclosed in
Section 1.9. Items to be allocated hereunder in accordance with the respective
Participation Interests of the Parties shall be allocated according to the
foregoing percentages, subject to adjustment as provided herein. The
Participation Interest of Participant is a prorata participation, and all funds
to be advanced under the Loan, and all payments received on the Loan, shall be
allocated prorata to the Parties in accordance with their respective
Participation Interests.

         The total of principal advances made on the Loan shall not exceed the
stated principal amount of the Loan except to the extent that advances are made
to protect the security for the Loan as permitted herein.

         Pursuant to the terms of the Loan, Microfield Group, Inc. is required
to issue and deliver warrants to purchase its common shares based on the
principal Loan balance outstanding each month. As part of the Participation
Interest, Originator agrees to assign to Participant the proportionate part of
the warrants so issued and delivered by Microfield Group, Inc. based on the Loan
funds provided by Participant.

         3.       LOAN DOCUMENTS.

                  3.1      REVIEW OF LOAN DOCUMENTS. The Loan Documents have
been executed by Borrower and delivered to Participant for review. Originator
and Borrower may negotiate changes to the Loan Documents prior to closing so
long as the changes are consistent with prudent lending practices. Participant
shall have the right to approve any such changes.

                  3.2      POSSESSION. The original counterparts of the Loan
Documents shall be retained in the possession of Originator. Originator
covenants that it will hold the Loan in its name, but will hold for Participant
the Participation Interest of Participant in the Loan and Loan Documents in
accordance with the terms thereof.

         4.       FUNDING AND PAYMENTS.

                  4.1      TRANSFERS. Participant shall, promptly following
receipt of the documents identified in this Section (the "Disbursement
Documents"), transfer immediately available funds to the Payment Account of
Originator representing the portion of each principal disbursement to be
disbursed by Originator to Borrower which Participant is obligated to fund, such
disbursements to be made in accordance with the Loan Documents. The Disbursement
Documents shall consist of the following:

                           (a)      A copy of all documents received by
Originator pursuant to the Loan Documents in connection with the request for
each disbursement; and

                           (b)      A written request for advance from
Originator, specifying the amounts to be advanced by Participant.



3 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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                  4.2      INDEMNITIES. Participant shall defend, indemnify and
hold Originator harmless from and against any and all losses, liabilities,
causes of action, demands, costs and expenses (including attorney fees incurred
by or demanded from Originator) resulting from any failure of Participant to
transfer funds to Originator as required hereunder or to perform any obligations
of Participant hereunder. Originator agrees to defend, indemnify and hold
Participant harmless from and against any and all losses, liabilities, claims,
causes of action, demands, costs and expenses (including attorney fees incurred
by or demanded from Participant) that may be asserted against Participant by
reason of a breach by Originator of its obligations under this Agreement or that
may be incurred by Participant by reason of the approval by Originator of a
disbursement request which results in a disbursement of funds to Borrower in
excess of the amount to which Borrower is entitled under the Loan Documents.

                  4.3      PAYMENTS. Upon actual receipt from or for the account
of Borrower, Originator shall distribute to Participant the percentage of
principal, interest, default rate interest, late charges and any other funds
required to be distributed to Participant hereunder, such percentage to be
equivalent to Participant's Participation Interest, and such payments to be made
(a) in immediately available funds to the Payment Account of Participant or (b)
by check, promptly following the Business Day that Originator credits the
payment against amounts outstanding on the Loan. Funds received and held by
Originator for Participant's Participation Interest shall be held by Originator
as agent for Participant until they are actually delivered to Participant..

                  4.4      TRANSFER AND ALLOCATION OF PAYMENTS. As between
Originator and Participant, all payments from Borrower received by Originator
(a) shall be deemed received, for purposes of transfer to Participant, upon
actual receipt of collected funds, and (b) shall be applied to principal,
interest and other amounts in accordance with the priority set forth in or
determined pursuant to the Loan Documents. Funds received by Originator from
Borrower for the purpose of paying Loan origination costs (exclusive of Loan
Fees), real estate taxes, assessments, insurance premiums or other similar
purposes shall be used by Originator for such purposes and no part thereof shall
be paid over to Participant.

         5.       OTHER OBLIGATIONS OF BORROWER.

         Notwithstanding any of the terms and conditions of this Agreement or of
the Loan Documents, Originator agrees that all collateral held and/or received
by Originator specifically as security for the payment of the Loan shall be held
by Originator only as security for the payment of the Loan, and shall not be
used or applied toward the payment of obligations of Borrower to Originator (if
any) otherwise evidenced or incurred, so long as the Loan or any part thereof
remains unpaid and Participant has a Participation Interest therein.

         6.       MODIFICATION AND ENFORCEMENT OF LOAN DOCUMENTS.

                  6.1      ENFORCEMENT. Originator shall have full and complete
authority to enforce the provisions of the Loan Documents. Originator shall
consult with Participant as it shall deem advisable in light of the community of
interests represented by the joint participation in the Loan. Originator shall,
in the exercise of its reasonable business judgment and in light of all
circumstances surrounding the Loan, have full and complete authority to pursue
any remedy



4 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

or remedies available for enforcement of the Loan Documents; provided, however,
that Originator may not make any material amendment to the Loan Documents,
forgive or waive any principal or interest, or release any collateral or obligor
on the Loan without the prior written consent of Participant. All costs and
expenses actually incurred by the parties hereto in enforcing, arising out of,
or relating to, the Loan Documents, including, without limitation, the
foreclosure of any security interest, or defense of any claim or counterclaim,
shall to the extent the same are not actually reimbursed to the party advancing
the same, be allocated between the parties hereto in the same proportion as
their respective Participation Interests.

         If Originator is unable to collect the Loan after reasonable efforts to
do so, Originator shall give prompt notice thereof to Participant and shall
commence foreclosure by appropriate procedure all as reasonably determined by
Originator. Originator, after consultation with Participant, may determine
whether to purchase any of the collateral at any foreclosure sale or to accept a
deed-in-lieu of foreclosure and shall manage and maintain the collateral if so
acquired in accordance with Section 7.3 below.

         Originator: (1) may consult concerning the Loan with legal counsel
(including but not limited to legal counsel for Borrower), independent public
accountants, any other experts selected by Originator and shall not be liable
for any action taken or omitted in good faith advice of such counsel,
accountants or experts; (2) shall incur no liability by acting upon any notice
consent, certificate, or other instrument or writing (which may be by facsimile,
telecopy or telex) believed by Originator to be genuine and believed by
Originator to be signed or sent by the proper party; (3) shall have no duty to
inspect any property (including but not limited to the books and records) of
Borrower or any property or other interest securing the Loan; and (4) shall not
be required to make any inquiry concerning the performance by Borrower of its
obligations under or compliance by Borrower with the terms and conditions of any
of the Loan Documents.

                  6.2      SET-OFFS. Originator and Participant shall share,
proportionately in accordance with their respective Participation Interests, all
amounts obtained by either from any parties obligated on the Loan ("Debtors") by
way of set-offs from accounts maintained with either.

         7.       DEFAULT UNDER LOAN DOCUMENTS.

                  7.1      NOTICE OF DEFAULT. Originator shall give prompt
notice to Participant as to any default under the terms of any of the Loan
Documents, upon Originator obtaining knowledge of the same. Originator shall
forward to Participant copies of all notices, correspondence and other materials
which may be sent or received by Originator in connection with a default.

                  7.2      CONDUCT NOTICES. In the event of a default by
Borrower under the Loan Documents, Originator may inform Participant by written
notice (a "Conduct Notice") of the course of conduct to be undertaken in
response to such default (e.g., modification of the Loan Documents, foreclosure,
acceptance of a deed-in-lieu of foreclosure, etc.). Originator may modify such
course of conduct from time to time, as circumstances may suggest, and shall so
inform Participant by a Conduct Notice. Notwithstanding any other provision
hereof, Originator always shall have the right to take such steps as it
reasonably deems necessary to protect and to



5 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

preserve the rights reserved to it under the Loan Documents, within the time
frames set forth in the Loan Documents.

                  7.3      ACQUISITION OF COLLATERAL. In the event any of the
Collateral is acquired by Originator by foreclosure, conveyance in lieu of
foreclosure, or otherwise in accordance with Section 6.1, at a time when both
Originator and Participant have a Participation Interest in the Loan, each shall
have an undivided ownership interest in such Collateral in percentages equal to
the respective principal amounts actually advanced by each, less any payments of
principal returned to each. If Originator acquires or intends to acquire any
Collateral at foreclosure sale in accordance with Section 6.1, Originator may
credit bid all or a portion of the amount outstanding on the Loan, such bid to
be allocated proportionately between Originator and Participant according to
their respective Participation Interests. After title to any Collateral is
acquired by Originator, Originator shall prepare a proposed joint ownership
agreement concerning ownership, management, maintenance, repair or improvement
of said Collateral, including cost estimates. Participant shall have the right
to approve such proposal, such approval not to be unreasonably withheld. Such
joint ownership agreement shall provide, and pending execution of the same the
Parties agree, that during the period such Collateral is held by the Parties as
owners (a) all income, expenses (including court costs and attorney fees) and
liabilities arising out of the ownership, management and possession of said
Collateral shall be shared proportionately in accordance with the ownership
interest of each, (b) Originator and Participant each shall be required to
consent to the terms and conditions relating to any disposition of such
Collateral, which consent shall not be unreasonably withheld, and (c) in the
event of disposition of such Collateral, the proceeds shall be divided prorata
in accordance with the ownership interest of each. All Collateral acquired by
foreclosure, deed in lieu of foreclosure, or other remedies shall be held by
Originator for itself and for Participant according to their respective
ownership interests.

                  7.4      PURCHASE OPTION. In the event of a default by
Borrower under the Loan Documents, each Participant shall have the first option
to purchase Originator's ownership interest in this participation
proportionately in accordance with its Participation Interest.

         8.       SERVICING AND EXTRAORDINARY EXPENSES.

                  8.1      SERVICING CONTROL. Subject to Sections 6 and 7,
Originator shall have authority for servicing and administering the Loan in all
respects. Originator shall be responsible for servicing and administering the
Loan in accordance with prudent lending procedures for loans of a similar type.
Originator shall approve and disapprove all requests for disbursements in
accordance with its normal banking procedures for similar loans. Participant
shall not be responsible for any payment to Originator for the costs of
servicing the Loan, including the processing of requests for disbursement of the
proceeds of the Loan under periodic draw requests permitted under the Loan
Documents.

                  8.2      EXTRAORDINARY EXPENSES. It is agreed that any
necessary or appropriate extraordinary services which may be proper in
connection with the Loan, including items such as (a) the restructure or
foreclosure of the Loan Documents including litigation relating thereto, (b)
maintenance, improvement, management or sale of any Collateral (including
advances made on behalf of any of the Debtors as authorized under the Loan
Documents), or (c) appraisal fees,

6 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

attorney fees and court costs, shall be contracted or performed by Originator at
its customary cost for such services, provided such cost is reasonable.
Originator and Participant each shall pay their proportionate shares (based upon
their respective Participation Interests) of such expenses; provided, however,
that Originator shall refund such payments, on a basis proportionate to the
respective Participation Interests of the Parties, to the extent Originator
receives cash reimbursement therefor from any of the Debtors.

                  8.3      RECORDS AND ACCOUNTS. Originator shall maintain
records of the Loan, and such records shall be available to Participant at all
reasonable times during the normal business hours of Originator. Participant
shall have the right to an accounting for all monies or other property received
by Originator in connection with the Loan.

                  8.4      SERVICING COSTS. Except as provided in this Section,
each Party shall bear its own administrative and servicing cost with respect to
the Loan.

         9.       NON-FUNDING AND CONTROL CONTINGENCY DEFAULT.

                  9.1      NON-FUNDING CONTINGENCY. In the event that either
Participant or Originator, or any successor of either, or any public authority
which acquires direct management or control over any of the foregoing or is
appointed as receiver thereof, fails to fund its proportionate share of any Loan
disbursement or other sum to be funded or paid hereunder as and when required,
the non-defaulting lender shall have the right, in each instance, to elect,
within ten (10) days of acquiring knowledge of such default, to proceed under
any or all of the following provisions of this Section 9.1, separately or
simultaneously as the non-defaulting lender may elect:

                           9.1.1    AFFIRMATION OF AGREEMENT. So long as any
such default remains uncured by the defaulting lender, the non-defaulting lender
may elect to continue this Agreement on the following basis:

                                    (a)      The defaulting lender shall have no
right whatsoever to the payment of any interest with respect to the Loan which
accrues from and after the first day of the calendar month during which such
default occurs;

                                    (b)      As subsequent payments or other
funds (including judgment or foreclosure proceeds), if any, are received from or
for the account of Borrower with respect to the Loan, the same shall be paid and
applied as follows:

                                    (i)      First: to all amounts then due or
owing to the non-defaulting lender by Borrower;

                                    (ii)     Second: to all amounts then due or
owing to the non-defaulting lender by the defaulting lender;

                                    (iii)    Third: to all other amounts then
due to the non-defaulting lender;






7 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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                                    (iv)     Fourth: to principal then due to
the defaulting lender; and

                                    (v)      Fifth: unless otherwise required by
law or by a court of competent jurisdiction, to a non-interest bearing account
maintained by the non-defaulting lender for subsequent application to the
obligations set forth above, in the order of priority set forth above.

                           9.1.2    SALE OF PARTICIPATION INTEREST. The
non-defaulting lender may elect to acquire, or to designate a third party lender
to acquire, the Participation Interest of the defaulting lender, upon payment
(which shall be deemed full payment of the amount due to the defaulting lender)
of the then outstanding principal balance of all disbursements made by the
defaulting lender with respect to the Loan. Such acquisition shall be
consummated within ten (10) days of written notice from the non-defaulting
lender stating that the non-defaulting lender has elected to proceed under this
Section 9.1.2, or within such longer time period as is reasonably required by
the non-defaulting lender to consummate such sale.

                           9.1.3    ADJUSTMENT OF PARTICIPATION INTEREST. The
non-defaulting lender shall have the right, but not the obligation, to expend
such sums and to do such acts as are necessary to remedy the breach of the
defaulting lender. No exercise of any such right shall be a waiver of the
default. All funds expended by the non-defaulting lender in this connection
shall be deemed to be additional principal advances to Borrower, whether or not
actually disbursed to Borrower, so that the percentage Participation Interest of
the non-defaulting lender shall increase and the percentage Participation
Interest of the defaulting lender shall decrease.

                           9.1.4    ADDITIONAL RIGHTS. In addition to the rights
set forth above, the non-defaulting lender shall have all rights and remedies
available at law and/or in equity with respect to such default, including the
right to consequential damages.

                  9.2      TRANSFER OF SERVICING CONTROL. Without limiting the
operation of Section 9.1 in such circumstances, in the event of the occurrence
of any of the following:

                           9.2.1    A funding default by Originator,

                           9.2.2    Insolvency or bankruptcy of Originator,

                           9.2.3    The involuntary or unapproved sale or
assignment of Originator's interest in the Loan, or

                           9.2.4    The gross negligence or fraud by Originator
in the performance of its duties hereunder or a material breach of this
Agreement by Originator,

and if and so long as Participant is not in default hereunder, Participant shall
have the right in any of such events, to be exercised by written notice given to
Originator within ten (10) days of such default, to assume all of the servicing
powers herein granted to Originator, and an option to designate any person or
firm, in its discretion, to exercise such powers; provided, however, that
Originator shall retain ownership of Originator's participation Interest. In
such event, the Loan Documents and all records relating to the Loan, together
with the balance of any reserve

8 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

accounts, shall be delivered, upon written request, to Participant or its
designated agent, as the case may be. In the event there are multiple
Participants, the Participants shall exercise these rights jointly upon mutual
agreement.

         10.      FULL RISK PARTICIPATION; WARRANTIES.

                  10.1     FULL RISK PARTICIPATION. Originator does not assume
and shall not have any liability to Participant for repayment of the Loan or the
recovery of any sums advanced by Participant or interest thereon. The sale of
the Participation Interest to Participant does not constitute an "investment
security." Originator does not assume and shall have no responsibility or
liability, express or implied, for the collectability of the Loan, the Note, or
any other Loan Document, or the financial condition of Borrower or any of the
Debtors, or any credit or other information furnished by Originator to
Participant. Participant acknowledges that the decision to participate in the
Loan was made on the basis of independent judgment based on an informed
independent analysis of the Collateral and the financial condition of Borrower
and all Debtors.

                  10.2     WARRANTIES.

                           10.2.1   BY ORIGINATOR. Originator makes the
following covenants, warranties and representations for the benefit of
Participant:

                                    (a)      The Loan and Loan Documents are, or
upon the closing of the Loan will be, owned by it and that no other person or
entity shall have any interest therein except as specifically disclosed to and
consented to by Participant.

                                    (b)      Originator has complied with all
laws and regulations applicable to Originator in connection with the Loan.

                                    (c)      Originator shall have actual or
constructive possession (through a designated escrow agent or otherwise) of all
Loan Documents before Loan funds are released.

                                    (d)      Originator has delivered to
Participant true copies of all Loan Documents and all current financial
information submitted by Borrower and will continue to provide to Participant
copies of all material updates, documents, instruments, or financial information
or other information submitted by Borrower.

                                    (e)      Originator has no knowledge of any
defect, invalidity, claims of offset, or other allegations or defenses to the
effectiveness of any of the proposed Loan Documents.

                                    (f)      None of the Loan Documents have
been pledged, modified, assigned, compromised or waived by Originator.

                                    (g)      Originator is not aware of any
material defaults by Borrower under any of the Loan Documents.





9 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
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                                    (h)      Originator has the authority to
enter into this Agreement and this Agreement has been duly executed by
Originator and is binding on and enforceable against Originator in accordance
with its terms.

                                    (i)      Originator's submission of
Borrower's future advance requests to Participant shall constitute Originator's
continuing representation to Participant that the representations set forth
herein remain true and correct and that, in Originator's judgment, Borrower is
entitled to the disbursement of all Loan proceeds to which the request related.

                                    (j)      Originator has taken such steps,
actions and precautions that a prudent lender would take under similar
circumstances to ensure the authority of any person signing any Loan Document.

                                    (k)      Originator shall promptly record or
file, shall promptly cause to be recorded or filed, or has recorded or filed in
the appropriate place or office each Loan Document necessary to perfect any
security interest granted by the Loan Documents, and has taken such other action
as a prudent lender would take to perfect any such security interest. Except as
specified above, Originator makes no representation or warranty of any kind and
shall not be responsible for: (1) any statement, warranty or representation made
in any Loan Document or in connection with the Loan; (2) the financial or other
condition of Borrower or any other person obligated for payment of the Loan; (3)
the performance of any of the terms, covenants or conditions of any Loan
Document; (4) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document; (5) the title
to, the value of, or the validity, perfection or priority of any security
interest in, any Collateral; (6) the financial condition or creditworthiness of
Borrower or any other entity which may have liability for the Loan, or the
collectability of the Loan; (7) the environmental condition of any of Borrower's
property or operations; or (8) any other matter with respect to the Loan
Documents, Loan or Borrower.

                           10.2.2   BY PARTICIPANT. Participant makes the
following representations and warranties to and for the benefit of Originator:

                                    (a)      Participant has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and assuming the risk of its purchase of its Participation interest
in the Loan;

                                    (b)      Participant has reviewed such
materials and the information with respect to Borrower and the Loan as
Participant has deemed necessary to make its decision to purchase the
Participation Interest, all based solely on its own independent evaluation of
the Loan and Borrower's creditworthiness;

                                    (c)      Participant is purchasing its
Participation Interest for its own account for the purpose of investment and not
with a view to resale thereof; and

                                    (d)      Participant has authority to enter
into this Agreement and this Agreement has been duly executed by Participant and
is binding on and enforceable against it in accordance with its terms.



10 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

         11.      BINDING EFFECT.

         This Agreement shall be binding upon and inure to the benefit of
Originator and Participant and their respective permitted successors and
assigns, including, without limitation, any governmental agency or authority
which becomes a successor in interest to either of the parties hereto.

         12.      TERMINATION.

         This Agreement shall terminate upon the earliest of (a) discharge of
all obligations under the Loan Documents and repayment of all indebtedness
evidenced by the Loan Documents and payment of the appropriate shares thereof to
the Parties, in accordance with their respective Participation Interests, (b)
the exercise of any acquisition right set forth in Section 9, or (c) by
agreement of the Parties. No termination shall relieve either Party of any prior
accrued obligation.

         13.      NO JOINT VENTURE.

         It is agreed that Originator and Participant are not in a fiduciary
relationship, are not partners or joint venturers, and that Originator is not to
act as agent for Participant except as specifically provided herein, but
Originator is to act in all matters hereunder for Participant as an independent
contractor. It is the intent of the parties that the sale of an interest in the
Loan to Participant shall not have created nor be deemed to be a security within
the meaning of the Exchange Act of 1934 or under any applicable state securities
law. This Agreement shall not be construed to be an extension of credit by
Participant to Originator.

         14.      LOAN FEES.

         Originator shall remit to Participant its share of the Loan Fee upon
the execution hereof or within three (3) Business Days of the date collected,
whichever is later.

         15.      NOTICES.

         Any notice to be given under this Agreement shall be in writing and
shall be deemed given and received upon personal delivery or two (2) Business
Days after deposit in the U.S. mail, certified or registered mail with postage
prepaid, return receipt requested, addressed as follows:

         If to Originator:

                  Destination Capital, LLC
                  1631 NW Thurman Street, Ste. 400
                  Portland, OR  97209
                  Attn:  Manager










11 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

         If to Participant:

                  Christenson Leasing Company, LLC
                  1631 NW Thurman Street, Ste. 400
                  Portland, OR 97209
                  Attn:  Manager

         Notice given in any other manner shall be effective upon receipt by the
Party for whom the same is intended. Either Party may change its designated
address by written notice given as aforesaid.

         16.      THIRD PARTIES.

         There are no third party beneficiaries to this Agreement. Without
limiting the generality of the foregoing, Borrower and all other Debtors are not
third party beneficiaries hereof.

         17.      ATTORNEY FEES.

         In the event of litigation or other proceedings (including arbitration
or bankruptcy proceedings) between the Parties with respect to this Agreement,
the prevailing Party shall be entitled to recover from the other Party, in
addition to all other sums and relief, its reasonable costs and attorney fees,
both at and in preparation for trial, arbitration and any appeal, such amount to
be set by the court or arbitrator before which the matter is heard.

         18.      GOVERNING LAW, WAIVER OF JURY TRIAL AND JURISDICTION.

         This Agreement shall be governed by and interpreted under the laws of
the State of Oregon. The Parties hereby irrevocably submit to the jurisdiction
of any state or federal court sitting in Portland, Oregon. Each Party waives any
objection which it may now or hereafter have to a laying of venue in any such
action or proceeding in any such forum, and also waives any claim that any such
forum is an inconvenient forum. Each Party agrees that it shall not bring suit
or action upon this Agreement in the courts of any other jurisdiction. Each
Party also irrevocably waives the right to a trial by jury in connection with
any action brought to construe or enforce this Agreement.

         19.      INTEGRATION; AMENDMENT.

         This Agreement, including the exhibits hereto, constitutes the entire
agreement of Originator and Participant with respect to the Loan and supersedes
all prior oral and written, and all contemporaneous oral, negotiations with
respect thereto. Any "commitment letter" issued by Participant in connection
with the Loan is specifically superseded by this Agreement. No provision of this
Agreement may be amended or waived except by a written agreement executed by
both Participant and Originator.

         20.      TIME OF ESSENCE.

         Time is of the essence hereof.







12 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

         21.      INTERPRETATION.

         The section headings herein are for convenience only and shall not
affect the interpretation hereof. If any provision of this Agreement is held to
be invalid, illegal or unenforceable as written, then the Parties intend and
desire that (a) such provision be enforceable and enforced to the fullest extent
allowed by law, and (b) the balance of this Agreement remain fully enforceable
as written.

         22.      SURVIVAL.

         No termination or expiration of this Agreement shall terminate any
prior accrued obligation hereunder nor terminate or diminish any indemnity or
attorney fees provision contained herein, all of which obligations and
provisions are expressly agreed to survive any such termination or expiration.

         23.      COUNTERPARTS.

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original when one or more of such counterparts has been
executed and delivered by each of the Parties.

         24.      COMPLIANCE WITH LOAN DOCUMENTS.

         Originator agrees to perform its obligations under the Loan Documents
and to make all advances required to be made by Originator to Borrower pursuant
to the Loan Documents.

         25.      SPECIAL CONDITIONS.

         [Intentionally blank]

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.

                                   ORIGINATOR:

                                   DESTINATION CAPITAL, LLC
                                   By: JMW Capital Partners, Inc., its Manager

                                   By: /s/ Robert Jesenik
                                      ------------------------------------------
                                      Robert Jesenik, CEO

                                   PARTICIPANT:

                                   CHRISTENSON LEASING COMPANY, LLC
                                   By: JMW Capital Partners, Inc., its Manager

                                   By: /s/ Robert Jesenik
                                      ------------------------------------------
                                      Robert Jesenik, CEO






13 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

                                   EXHIBIT "A"

                            PARTICIPATION CERTIFICATE

         THIS CERTIFICATE is executed pursuant to that certain Loan
Participation Agreement dated ____________________, 2004 (the "Participation
Agreement"). Destination Capital, LLC ("Originator") and ___________, LLC
("Participant") are participants in a loan to Christenson Velagio, Inc.
("Borrower"). This Certificate shall evidence Participant's participation in the
Loan on the following terms:

DATE OF NOTE: _________, 2004

EFFECTIVE DATE OF PARTICIPATION:_____________________

PARTICIPATION INTERESTS:

         Participant              Fractional Interest               Amount

                                  %                           $_________________

                                  %                           $_________________

                                  %                           $_________________

                                  %                           $_________________

TOTAL LOAN AMOUNT                 %                           $_________________

         This instrument shall certify that the lenders named above have
participated in the Loan in the respective amounts set forth pursuant to the
terms of the Participation Agreement.

         EXECUTED effective ___________, 2004.

ORIGINATOR                                                    PARTICIPANT

Destination Capital, LLC
By: JMW Capital Partners, Inc., its Manager



By: /s/ ROBERT JESENIK                  By:
   -----------------------------------     -------------------------------------
   Robert Jesenik, CEO                  Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------










14 - NON-RECOURSE LOAN PARTICIPATION AGREEMENT
PDX/112816/141153/DLH/1385382.1

EX-99.38

                   MASTER VEHICLE LEASE TERMINATION AGREEMENT

         THIS MASTER VEHICLE LEASE TERMINATION AGREEMENT (this "AGREEMENT") is
made effective as of September 10, 2004, by and between CHRISTENSON VELAGIO,
INC. ("LESSEE"), and CHRISTENSON LEASING COMPANY, LLC ("LESSOR").

                                    RECITALS

         A.       Lessor and Lessee have previously entered into that certain
Master Vehicle Lease Agreement dated September 1, 2003 and amended January 1,
2004 (the "LEASE") whereby Lessee leases certain vehicles from Lessor (the
"VEHICLES").

         B.       Destination Microfield, LLC has offered to purchase the
Vehicles from Lessor in order to enter into a new lease of the Vehicles to
Lessee.

         C.       Lessor and Lessee mutually desire to cancel and terminate the
Lease prior to the scheduled expiration date of August 31, 2006 (the "SCHEDULED
EXPIRATION DATE"), all upon and subject to the terms and conditions herein
provided.

         NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

         1.       LEASE TERMINATION

         Subject to the terms and conditions set forth in this Agreement, Lessor
and Lessee hereby agree that the Lease shall be terminated effective as of 12:01
a.m. on September 10, 2004 (the "TERMINATION DATE"). Upon termination of the
Lease and satisfaction of the Termination Conditions (as hereafter defined),
Lessor and Lessee shall have no further rights, obligations or claims with
respect to each other arising under the Lease.

         2.       TERMINATION CONDITIONS

         The following conditions shall be conditions precedent to the
effectiveness of this Agreement and the termination of the Lease on the
Termination Date (collectively, the "TERMINATION CONDITIONS"):

                  a.       PURCHASE OF VEHICLES. On or before the Termination
Date, Destination Microfield, LLC shall have completed the purchase of the
Vehicles from Lessor.

                  b.       ISSUANCE OF WARRANTS. On or before the Termination
Date, Microfield Group, Inc. ("Microfield") shall have issued and delivered to
Lessor (or its Board of Directors shall have committed to issue and deliver to
Lessor promptly following the closing) a warrant or warrants to purchase
1,000,000 common shares of Microfield. The exercise price will be the lesser of
$0.38 per share or the price applicable to any shares, warrants or options
(excluding options granted to employees or directors) issued by Microfield on or
before the Scheduled Expiration Date. The warrants will be assignable by Lessor,
will permit a cashless exercise by the holder, and will provide for the most
favorable registration rights for the shares subject to the


1 - MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1385625.1

warrants as have been granted to any current shareholder of Microfield. A
cashless exercise means (1) payment through a "same day sale" commitment from
the holder and an NASD broker-dealer, or (2) a "net exercise" where the holder
may elect to receive shares equal to the value of the warrant by surrendering
warrant shares according to a formula based on the average closing ask price for
the shares for the 10 preceding trading days. If requested by Lessor, Lessee
shall provide a written agreement by Microfield shareholders holding a majority
of voting shares to approve the issuance of such warrants and to increase
authorized shares of Microfield as necessary to accommodate the exercise of the
warrants.

                  c.       VEHICLE MAINTENANCE. Lessee shall have made new
arrangements for the maintenance of the Vehicles which does not involve Lessor
including, if appropriate, entering into a new maintenance agreement with a
third party.

                  d.       TRANSFER FEES, ETC. Lessee shall have reimbursed
Lessor for all vehicle title transfer fees and similar expenses (including
applicable license fees or excise taxes to be collected) incurred by Lessor in
connection with the termination of the Lease and the transfer of the Vehicles to
Destination Microfield, LLC.

         3.       MUTUAL RELEASE

         Effective upon the Termination Date, and provided the Termination
Conditions have been satisfied, Lessor and Lessee, on behalf of themselves and
their respective successors, officers, shareholders, assigns, partners, members,
trustees, beneficiaries and persons and entities holding beneficial interests,
do each hereby release and absolutely and forever discharge the other from any
and all claims, losses, liabilities, judgments, costs, demands, causes of action
and expenses (including, without limitation, attorneys' fees and consultants'
fees), of which such releasing party is either currently aware or reasonably
should have been aware and of which such releasing party ever had, now has,
claims to have had, or may have had, against the other party arising from,
and/or connected with the Vehicles or such other party's obligations under the
Lease, but excluding claims for indemnification by Lessor arising out of
Lessee's use and operation of the Vehicles (collectively referred to herein as
"CLAIMS"). This Agreement and release has no effect upon other unrelated
obligations of Lessee to Lessor, including (a) rental payments due under that
certain Equipment Lease Agreement dated September 1, 2003 as amended effective
December 1, 2003, and (b) past due accounts payable in the approximate amount of
$76,752.01 which are to be paid at the rate of $5,000 per week. Lessee's
obligation to pay amounts due under such unrelated obligations is not subject to
any right of setoff or defense based on any other obligation of Lessee.

         4.       LESSEE'S REPRESENTATIONS AND WARRANTIES

                  Lessee hereby represents and warrants to Lessor the following,
each of which shall survive the termination of the Lease:

                  a.       Lessee has not made any assignment, sublease,
transfer, conveyance or other disposition of the Lease, the Vehicles or any
other right, title or interest under or arising by virtue of the Lease, or of
any claim, demand, obligation, liability, action or cause of action




2 - MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1385625.1

arising from or pursuant to the Lease or arising from any rights of possession
arising under or by virtue of the Lease or the Vehicles.

                  b.       Lessee has the full power, capacity, authority and
legal right to execute and deliver this Agreement.

                  c.       The person executing this Agreement on behalf of
Lessee has the full right and authority to execute this Agreement on behalf of
Lessee and to bind Lessee without the consent or approval of any other person or
entity.

                  d.       This Agreement is a legal, valid and binding
obligation of Lessee, enforceable against Lessee in accordance with its terms.

                  e.       Lessee has not (i) made a general assignment for the
benefit of creditors, (ii) filed any voluntary petition in bankruptcy or
suffered the filing of an involuntary petition by its creditors, (iii) suffered
the appointment of a receiver to take possession of all or substantially all of
its assets, or (iv) suffered the attachment or other judicial seizure of all or
substantially all of its assets.

                  f.       Lessee has not incurred any unpaid obligations with
respect to the Vehicles for which Lessor or any other person having an interest
in the Vehicles is, or may hereafter be claimed to be, responsible to pay or
perform.

         5.       GENERAL PROVISIONS

                  a.       INSURANCE. Lessee hereby agrees that Lessee will
continue to maintain insurance as required under the Lease unless modified by
the terms of a new lease with Destination Microfield, LLC.

                  b.       TIME OF ESSENCE. Time is of the essence in the
performance of the parties' respective obligations set forth in this Agreement.

                  c.       ENTIRE AGREEMENT. This Agreement constitutes the
entire understanding of the parties with respect to the subject matter hereof
and all prior agreements, representations, and understandings between the
parties, whether oral or written, are deemed null, all of the foregoing having
been merged into this Agreement. The parties acknowledge that each party and/or
its counsel have reviewed and revised this Agreement and that no rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall be employed in the interpretation of this Agreement or any
amendments or exhibits to this Agreement or any document executed and delivered
by either party in connection with this Agreement.

                  d.       ASSIGNABILITY; SUCCESSORS BOUND. Lessee may not
assign its rights, obligations or interest in this Agreement to any other person
or entity without Lessor's written consent thereto, which consent may be given
or withheld in Lessor's sole and absolute discretion. Any attempted assignment
without the consent of Lessor shall be null and void. No assignment shall
release the Lessee herein named from any obligation or liability under this
Agreement. Any permitted assignee shall be deemed to have made any and all
representations and warranties made by Lessee hereunder, as if the assignee were
the original signatory hereto.



3 - MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1385625.1

This Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.

                  e.       SEVERABILITY. If any provision of this Agreement or
application to any party or circumstances shall be determined by any court of
competent jurisdiction to be invalid or unenforceable to any extent, the
remainder of this Agreement or the application of such provision to such person
or circumstances, other than those as to which it is so determined invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by law.

                  f.       APPLICABLE LAW. This Agreement shall be governed by
and construed under the laws of the State of Oregon.

                  g.       AMENDMENTS. This Agreement may be amended or modified
only by an instrument in writing signed by each of the parties hereto.

                  h.       ATTORNEYS' FEES. If either party hereto fails to
perform any of its obligations under this Agreement or if any dispute arises
between the parties hereto concerning the meaning or interpretation of any
provision of this Agreement, then the defaulting party or the party not
prevailing in such dispute, as the case may be, shall pay any and all costs and
expenses incurred by the other party on account of such default and/or in
enforcing or establishing its rights hereunder, including, without limitation,
court costs and reasonable attorneys' fees and disbursements (including any fees
incurred in an appellate or bankruptcy proceeding). Any such attorneys' fees and
other expenses incurred by either party in enforcing a judgment in its favor
under this Agreement shall be recoverable separately from and in addition to any
other amount included in such judgment, and such attorneys' fees obligation is
intended to be severable from the other provisions of this Agreement and to
survive and not be merged into any such judgment. The parties hereto expressly
agree that any party hereto may seek equitable relief in any court of competent
jurisdiction to enjoin breaches of this Agreement and/or specifically enforce
the rights enumerated in this Agreement, including, without limitation, issuance
of the Microfield warrant(s).

                  i.       COUNTERPARTS. This Agreement may be executed in
counterparts each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.



















4 - MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1385625.1

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                     LESSOR:

                                     CHRISTENSON LEASING COMPANY, LLC
                                     By: JMW Capital Partners, Inc., its Manager



                                     By: /s/ ROBERT JESENIK
                                        ----------------------------------------
                                     Name: Robert Jesenik
                                     Its: CEO

                                     LESSEE:

                                     CHRISTENSON VELAGIO, INC.



                                     By: /s/ GARY KAPRAL
                                        ----------------------------------------
                                     Name: Gary Kapral
                                     Its: CFO

































4 - MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1385625.1

EX-99.39

                     FIRST AMENDMENT OF MASTER VEHICLE LEASE
                              TERMINATION AGREEMENT


         THIS FIRST AMENDMENT (the "Amendment") is entered into effective
October 1, 2004 between CHRISTENSON LEASING COMPANY, LLC ("Lessor"), and
CHRISTENSON 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.

         B.       Lessor 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:

CHRISTENSON LEASING COMPANY, LLC                 CHRISTENSON VELAGIO, INC.
By: JMW Capital Partners, Inc., its Manager



By: /s/ THOMAS A SIDLEY                          By: /s/ GARY KAPRAL
   --------------------------------------           ----------------------------
   Thomas A. Sidley, Vice President                 Gary Kapral, CFO














































2 - FIRST AMENDMENT OF MASTER VEHICLE LEASE TERMINATION AGREEMENT
PDX/112816/141153/DLH/1384787.1

EX-99.40

                                   ASSIGNMENT

         FOR VALUE RECEIVED, CHRISTENSON LEASING COMPANY, LLC hereby sells,
assigns and transfers to the assignee set forth below all of the rights of the
undersigned in and to the number of Warrant Shares (as defined in and evidenced
by the foregoing Warrant) set opposite the name of such assignee below and in
and to the foregoing Warrant with respect to said Warrant Shares:

NAME OF ASSIGNEE                  ADDRESS                       NUMBER OF SHARES

Destination Microfield, LLC       1055 NE 25th Ave., Ste. A     1,000,000
                                  Hillsboro, OR 97123

         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of October 1, 2004.

         Name of holder of Warrant:  CHRISTENSON LEASING COMPANY, LLC



         Address:  1631 NW Thurman, Ste. 400, Portland, OR 97209

         Signature: /s/ ROBERT JESENIK
                   ------------------------------------------
         Title:    CEO of JMW Capital Partners, Inc., Manager




























1 - ASSIGNMENT
PDX/112816/141153/DLH/1386747.1

EX-99.41

                             MICROFIELD GROUP, INC.
                             SUBSCRIPTION AGREEMENT

         JMW Group, LLC (the "Subscriber") acknowledges receipt of an
informational binder titled "An Investment Opportunity - Microfield Group and
Christenson Power Services - March 2004" (the "Information Memorandum")
concerning the offering by MICROFIELD GROUP, INC., an Oregon corporation (the
"Company"), of shares of Series 4 Preferred Stock (each, a "Share" and
collectively, "Shares") in the Company. Subscriber hereby offers to purchase
2,631.579 Shares at a purchase price of $380 per Share upon the terms and
conditions set forth in this Subscription Agreement.

         1.       REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber
represents, warrants and acknowledges to the Company as follows:

                  1.1      Subscriber has had an opportunity to fully review (a)
the Information Memorandum dated March 2004, and all exhibits and documents
referenced therein; (b) any and all public filings of the Company; and (c) the
Seventh Restated Articles of Incorporation which outline the preferrences,
voting, conversion, dividend and other rights associated with the Series 4
Preferred Shares.

                  1.2      Subscriber has had an opportunity to ask questions of
and receive answers from authorized representatives of Microfield concerning the
Company and the offering and to examine all documents and information which
Subscriber has requested.

                  1.3      Subscriber understands that no person has been
authorized to give any information or to make any representations which were not
contained in the Information Memorandum or furnished by duly authorized
representatives of the Company and that Subscriber has not relied on any other
representations or information. In making its decision to purchase Shares,
Subscriber has relied solely on the information contained in the Information
Memorandum and as supplied by duly authorized representatives of the Company.
Subscriber understands that this investment involves substantial financial and
other risks.

                  1.4      The Shares have not been registered under the
Securities Act of 1933, as amended (the "Act") or applicable state securities
laws, and must be held indefinitely unless subsequently registered under the Act
and applicable state securities laws, or unless exemptions from such
registration are available. The Company is the only entity which may register
the Shares, and it currently is not contemplating doing so. The Company has not
made any representations, warranties or covenants regarding the registration of
the Shares, or compliance with one or more exemptions under the Act or state
securities laws. Subscriber is aware that Subscriber cannot assign or transfer
any interest in the Shares except in compliance with applicable securities laws
and the terms of the Operating Agreement.

                  1.5      Subscriber understands that an investment in the
Company is extremely risky and Subscriber has read and understands the risk
factors outlined in the Information Memorandum.

                  1.6      Subscriber has sufficient knowledge and experience in
financial, and business matters to make an informed investment decision based
upon the information set forth


1 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398032.1

in the Information Memorandum and any additional information Subscriber may have
requested and received from the Company.

                  1.7      Subscriber can bear the economic risk of loss of
Subscriber's entire investment. Subscriber intends to purchase the Shares for
Subscriber's own account and not, in whole or in part, for the account of any
other person. Subscriber is purchasing the Shares for long-term investment and
not with a view to resale or distribution.

                  1.8      The Company is relying upon the representations made
by Subscriber in this Subscription Agreement.

                  1.9      No assurances have been made that any particular tax
treatment will be afforded with respect to the purchase of the Shares, or that
existing tax laws and regulations will not be modified in the future, any of
which circumstances could result in denial to Subscriber of all or a portion of
the tax benefits which may be currently available under existing tax laws and
regulations.

                  1.10     Subscriber has had an opportunity to engage a
representative to assist Subscriber in evaluating the offering. If engaged, the
representative has had an opportunity to fully review the Information
Memorandum, request additional information, and ask questions and receive
answers concerning the offering.

         2.       STATUS AS ACCREDITED SUBSCRIBER. Subscriber is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933 by
reason of one of the following (please check all applicable items):

                  ___ Subscriber is an individual who has a personal net worth
in excess of $1 million (this may include assets of Subscriber's spouse).

                  ___ Subscriber is an individual who had an income in excess of
$200,000.00 per year for the prior two years (or $300,000.00 if income of
Subscriber's spouse is included) and reasonably expects income of a similar
amount for the current year.

                  _X_ Subscriber is a corporation or a partnership, not formed
for the specific purpose of investing in the Company, with total assets in
excess of $5,000,000.00.

                  _X_ Subscriber is a corporation, a partnership, or other
entity (other than a trust) in which all of the equity owners are accredited
investors (within one or more of the preceding categories).

                  ___ Subscriber is a trust, not formed for the specific purpose
of investing in the Company, with total assets in excess of $5,000,000.00 and
whose investment in the Company is directed by a sophisticated person (within
the meaning of Section 230.506(b)(2)(ii) of Regulation D as promulgated by the
United States Securities and Exchange Commission pursuant to powers granted by
the Securities Act).







2 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398032.1

         3.       PAYMENT. Subscriber will pay the purchase price of one million
dollars ($1,000,000) for 2,631.579 Shares by check or by wire transfer (to an
account designated by Company) within 24 hours after execution of this
Subscription Agreement.

         4.       INDEMNIFICATION. Subscriber understands the meaning and legal
consequences of the representations, warranties and acknowledgements set forth
in this Agreement and that the Company has relied and will rely upon such
representations, warranties and acknowledgements. Subscriber will indemnify and
hold harmless the Company and each of its managers and members, and their
respective officers, directors, controlling persons, agents and employees, from
and against any and all loss, claim, damage, liability or expense, and any
action in respect thereof to which any such person may become subject, due to or
arising out of a breach of any such representation, warranty or acknowledgements
of Subscriber, together with all reasonable costs and expenses (including
attorneys' fees) incurred by any such person in connection with any action,
suit, proceeding, demand, assessment or judgment incident to any of the matters
so indemnified against. Notwithstanding the foregoing, no representation or
agreement made by Subscriber will in any manner be deemed to constitute a waiver
if such representation, warranty, acknowledgment or agreement would be void or
unenforceable under federal or state securities laws.

         5.       SURVIVAL OF REPRESENTATIONS. The representations, warranties
and acknowledgements of Subscriber in this Agreement, including the
indemnifications set forth in Section 4, will survive the closing of the
purchase of the Shares.

         6.       MISCELLANEOUS.

                  6.1      This Subscription Agreement will become binding upon
Subscriber and the Company when accepted by an authorized representative of the
Company.

                  6.2      Subscriber agrees not to transfer or assign this
Agreement, and acknowledges that the transfer or assignment of the Shares is
severally restricted under securities laws and the Company's Operating
Agreement.

                  6.3      Subscriber cannot cancel, terminate or revoke this
Agreement. This Agreement will survive the death or legal disability of the
Subscriber and will be binding upon the Subscriber's heirs, executors,
administrators, successors and assigns.

                  6.4      This Agreement constitutes the entire agreement
between the parties hereto with respect to the Share and the offering and may be
amended only by a writing executed by Subscriber and Company.

                  6.5      This Agreement will be interpreted in accordance with
the laws of the State of Oregon. Venue for any litigation between Subscriber and
the Company will be in the courts in Multnomah County, Oregon.

                  (Remainder of Page Intentionally Left Blank)






3 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398032.1

                             MICROFIELD GROUP, INC.
                                 SIGNATURE PAGE
                                (FOR INDIVIDUALS)

         The Subscriber desiring to become a shareholder of Microfield Group,
Inc. (the "COMPANY"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.

NUMBER OF SHARES SUBSCRIBED:  2,631.579

TOTAL PURCHASE PRICE:  $ 1,000,000.00 (at $380 per Share)

DATE:  April 20, 2004

IF PURCHASER IS AN INDIVIDUAL, SIGN BELOW:

- --------------------------   -----------------------   ------------------------
Signature                    Print Name                Social Security Number

IF TWO INDIVIDUALS ARE PURCHASING JOINTLY, SIGN BELOW:

- --------------------------   -----------------------   ------------------------
Signature                    Print Name                Social Security Number

- --------------------------   -----------------------   ------------------------
Signature                    Print Name                Social Security Number



ACCEPTED ON THIS ____ DAY OF APRIL, 2004:

MICROFIELD GROUP, INC., an Oregon corporation

By: /s/ WILLIAM C. MCCORMICK
   -----------------------------------------------------------
    William C. McCormick, President





















4 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398032.1

                             MICROFIELD GROUP, INC.
                                 SIGNATURE PAGE
                                 (FOR ENTITIES)

         The Subscriber, desiring to become a shareholder of Microfield Group,
Inc. (the "Company"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.

NUMBER OF SHARES SUBSCRIBED:  2,631.579

TOTAL PURCHASE PRICE:  $ 1,000,000.00 (at $380 per Share)

DATE:  April  __, 2004

IF PURCHASER IS AN ENTITY, AN AUTHORIZED INDIVIDUAL SIGNS BELOW:

JMW Group, LLC             Limited liability company     02-0675908
- ------------------------   --------------------------    -----------------------
Print Name of Entity       Type of Entity                Tax Identification No.

                                                         CEO of JMW Capital
 /s/ ROBERT J. JESENIK     Robert J. Jesenik             Partners, Inc., Manager
- ------------------------   --------------------------    -----------------------
Signature                  Print Name                    Title or Capacity


- ------------------------   --------------------------    -----------------------
Signature                  Print Name                    Title or Capacity


- ------------------------   --------------------------    -----------------------
Signature                  Print Name                    Title or Capacity



ACCEPTED ON THIS ____ DAY OF APRIL, 2004:

MICROFIELD GROUP, INC., an Oregon corporation



By: /s/ WILLIAM C. MCCORMICK
   -----------------------------------------------------------
    William C. McCormick, President













5 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398032.1

                        SHAREHOLDER INFORMATION PAGE FOR
                             MICROFIELD GROUP, INC.

Name of Shareholder:            JMW Group, LLC

If jointly with another person
indicate Joint Name:
                                ------------------------

Number of Shares:               2,631.579

Purchase Price                  $1,000,000.00

Address:                        1631 NW Thurman Street
                                ------------------------   ---------------------
                                Suite 400
                                ------------------------   ---------------------
                                Portland, OR 97209
                                ------------------------   ---------------------
                                (Mailing)                  (Residence)

Telephone No.:                  (503) 419-3500
                                ------------------------

Facsimile No.:                  (503) 419-3530
                                ------------------------

Email Address:                  bjesenik@jmwcapital.com

Tax ID No.:                     02-0675908

Name of Trustee:*
                                ------------------------

Name of Plan Sponsor:*
                                ------------------------



- -------------------
* If applicable.

















6 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398032.1

EX-99.42

                                 LOAN AGREEMENT

DATE:             April 19, 2004

PARTIES:          PATRICK INVESTMENTS, LLC                            ("LENDER")
                  02425 SW Military Road
                  Portland, OR 97219

AND:              JMW GROUP, LLC                                    ("BORROWER")
                  1631 NW Thurman Street, Ste. 400
                  Portland, OR 97209

                                   AGREEMENT:

         1.       LOAN. Subject to all of the provisions of this Loan Agreement,
Lender will lend to Borrower the sum of One Million Dollars ($1,000,000). The
loan shall be evidenced by a promissory note (the "Note"), in a form
satisfactory to Lender, and shall be secured in the manner set forth in Section
4 below. The loan, the Note and the security for the Note are hereinafter
sometimes referred to collectively as the "Loan." The Loan and the indebtedness
evidenced by the Note shall be subordinate to an $800,000 Line of Credit to
Sterling Bank as described in the Note. Lender agrees to execute a subordination
or inter-creditor agreement that may be requested by Sterling Bank for an amount
not to exceed $800,000.

         2.       USE OF PROCEEDS. Borrower shall use the proceeds of the Loan
exclusively for the purpose of purchasing approximately 2,631.579 Series 4
Preferred shares of Microfield Group, Inc. at a price of $380.00 per share (for
a total purchase price of $1,000,000), with a cumulative preferred dividend rate
of 6.5% per annum (the "Microfield Stock").

         3.       TERMS.

                  3.1      INTEREST RATE. Borrower agrees to pay Lender interest
on the Loan at the rate of Key Bank prime, fully floating, plus eight percent
(8%) per annum. Payments of interest only shall be payable monthly in arrears.
Borrower agrees that should an Event of Default occur, Borrower shall pay Lender
interest on the Loan at the rate of Key Bank prime, fully floating, plus eleven
percent (11%) per annum (the "Default Rate") on any unpaid principal calculated
from the date of the last interest payment made by Borrower before the Event of
Default occurred.

                  3.2      MATURITY AND PAYMENT. The Loan, including principal
and accrued and unpaid interest, shall be due and payable in full on or before
the third anniversary of the Note. After occurrence of an Event of Default, the
outstanding principal and all accrued interest shall be payable on demand. All
payments shall be credited first to expenses for which Borrower is liable
hereunder, next to accrued interest and then to principal.

                  3.3      PREPAYMENT. In the event Borrower pays all or any
portion of the outstanding principal prior to April 19, 2007, Lender is entitled
to and Borrower shall pay a prepayment privilege fee as follows: (a) 6% of any
prepayment made prior to the first anniversary of this Note, (b) 5% of any
prepayment made on or after the first anniversary of this




1 - LOAN AGREEMENT
PDX/112816/141153/DLH/1385243.1

Note and prior to the second anniversary of the Note, and (c) 4% of any
prepayment made thereafter. Except for the foregoing, all or any portion of this
Note may be prepaid at any time.

                  3.4      LOAN FEE. Borrower shall pay Lender a loan commitment
fee of $20,000 upon the initial funding of the Loan.

                  3.5      LENDER'S COSTS AND ATTORNEYS FEES. Borrower shall,
upon initial funding of the Loan, pay Lender's attorneys fees and costs.

         4.       SECURITY. The Loan shall be secured by the following (the
"Collateral"):

                  4.1      STOCK PLEDGE. (a) A pledge of the Microfield Stock,
(b) a pledge of all of the outstanding shares of JMW Capital Partners, Inc., and
(c) a pledge of 1,500 Series 3 Preferred shares of Microfield Group, Inc. held
by Christenson Leasing Company, LLC.

                  4.2      SECURED UNCONDITIONAL GUARANTY. An Unconditional
Guaranty by Robert J. Jesenik, Katherine J. Jesenik, Brian A. Oliver, and Thomas
A. Sidley. The guaranty shall provide that, while this Agreement is in effect
and the Loan remains unpaid, the guarantors will not incur any additional
obligations as a guarantor or otherwise in addition to obligations disclosed in
Guarantor's personal financial statements dated April 1, 2004, without Lender's
written consent, which consent shall not be unreasonably withheld, except for
obligations for personal or household purposes not to exceed $50,000, in the
aggregate, per family unit. The guaranty shall be secured by a pledge of the
members' ownership and economic interests in Borrower as owned by the
guarantors.

                  4.3      PLEDGE RESTRICTIONS. Lender acknowledges that the
Microfield Stock and other Microfield shares which may be pledged to Lender may
be subject to pledge and transfer restrictions (including a 12-month lockup
restriction) imposed by Microfield and/or the Securities Act of 1933, as amended
from time to time, and all rules and regulations promulgated thereunder, and
that Lender may be required to be bound by the terms of lockup agreements with
Microfield Group, Inc.

                  4.4      OTHER DOCUMENTS. Borrower shall execute such
additional documents as Lender shall deem reasonably necessary to perfect its
interest in the security given by Borrower.

         5.       REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants:

                  5.1      Borrower is an Oregon limited liability company duly
organized and validly existing under the laws of the State of Oregon with its
principal place of business in Portland, Oregon.

                  5.2      The collateral pledged as described in Section 4
above, is not subject to any other pledge agreement, lien, or encumbrance;
provided, however, 70.42 shares of the JMW Capital Partners, Inc. stock has been
pledged as collateral to Dennis Wade whose debt is to be paid in full by
September 2004; provided, further, that another 63 shares of JMW Capital
Partners, Inc., not currently outstanding, would be delivered to Mark McMannis
and thereafter outstanding if there is a default in the obligation owed to him.


2 - LOAN AGREEMENT
PDX/112816/141153/DLH/1385243.1

                  5.3      This Loan Agreement, and all instruments required
herein, when executed and delivered, will be valid and binding on Borrower.

                  5.4      All required consents, permissions and licenses
required by any governmental regulatory body to which Borrower is subject and
which may be necessary in relation to this Loan Agreement and the borrowing
hereunder have been obtained.

                  5.5      All required consents of the parties to this
transaction have been obtained, and upon funding by Lender, the Loan Agreement,
the Note, and all related documents signed in connection herewith shall be fully
enforceable according to their terms.

                  5.6      As of the date of this Loan Agreement, there is no
litigation, proceeding or dispute pending against Borrower, the Security, or the
Guarantors, the adverse determination of which might substantially affect
Borrower's or Guarantor's ability to repay the Loan or perform as required by
this Loan Agreement.

                  5.7      Borrower shall secure the pledge of the unencumbered
Microfield Preferred Stock owned by Christenson Leasing Company, LLC, as
provided in Section 4.1 above.

                  5.8      Borrower owns 70% of Destination Capital, LLC, an
Oregon limited liability company. Destination Capital, LLC owns not less than
100% of Christenson Leasing, LLC, an Oregon limited liability company, which in
turn owns 1500 Series 3 Preferred Shares of Microfield Group, Inc. Borrower,
through its control of Destination Capital, LLC and Christenson Leasing, LLC,
shall not at any time during which the Loan is still outstanding, sell, pledge,
or otherwise encumber the 1500 Series 3 Preferred Shares of Microfield Group,
Inc., except as provided by this Loan Agreement.

                  5.9      Borrower owns 100% of the outstanding stock of JMW
Capital Partners, Inc., an Oregon corporation, and Borrower owns 63% of
Christenson Group, LLC. Borrower agrees that, through its control of JMW Capital
Partners, Inc., it will not, at any time during which the Loan is still
outstanding, permit or cause the sale, transfer, pledge, or encumbrance of the
members' interest in Christensen Group, LLC, owned by Borrower.

                  5.10     Borrower agrees that it will not, at any time during
which the Loan is still outstanding (a) sell, transfer, pledge, or encumber the
member's interests it owns in Destination Capital, or (2) sell or permit the
sale of any additional member's interests in Destination Capital, LLC,
Christenson Group LLC, or Christenson Leasing Company, LLC. Provided, however,
that Destination Capital, LLC may complete its Preferred Membership Unit
offering which could result in the issuance of additional Common Membership
Units representing 12.5% of all outstanding Common Membership Units.

         6.       POSITIVE COVENANTS. Borrower covenants and agrees that so long
as this Loan Agreement is in effect and until a full and final payment of all
indebtedness incurred hereunder, it will, unless Lender waives compliance in
writing:

                  6.1      Use the proceeds of the Loan for the purposes and in
the manner set forth in Section 2 hereof.



3 - LOAN AGREEMENT
PDX/112816/141153/DLH/1385243.1

                  6.2      Pay all obligations, including tax claims, at
maturity, except such as may be contested in good faith or as to which a bona
fide dispute may exist.

                  6.3      Maintain and keep in force in adequate amounts all
insurance customarily carried by those in the business of Borrower.

         7.       NEGATIVE COVENANTS. Borrower covenants and agrees that, so
long as this Loan Agreement is in effect and until full and final payment of all
indebtedness incurred hereunder, it will not, without the prior written consent
of Lender:

                  7.1      Engage in any business activity substantially
different from present business activities and operations.

                  7.2      Sell, convey, transfer, alienate, hypothecate,
mortgage or encumber its interest in the Collateral or allow any adverse liens,
security interests, or encumbrances to attach to the Collateral except as agreed
to in writing by Lender, which consent cannot be unreasonably withheld.

         8.       EVENTS OF DEFAULT. Regardless of the terms of the Note issued
hereunder, the occurrence of any of the following events shall terminate any
obligation on the part of Lender to make or continue this Loan and, at the
option of Lender, shall make all sums of interest and principal remaining on
this Loan immediately due and payable, without notice of default, presentment or
demand for payment, protest or notice of nonpayment or dishonor, or other
notices or demands of any kind or character, except as hereinafter specified:

                  8.1      Borrower fails to pay any Loan obligation within five
(5) days after the due date; or

                  8.2      Borrower becomes insolvent, or suffers or consents to
or applies for the appointment of a receiver, trustee, custodian or liquidator
of its property, or shall generally be unable to or fails to pay its debts as
they become due, or makes a general assignment for the benefit of creditors; or

                  8.3      Borrower files a voluntary petition in bankruptcy, or
seeks to effect a plan or other arrangement with creditors or any other relief
under the Bankruptcy Code, or under any state or other Federal law granting
relief to debtors, whether now or hereafter in effect; or any involuntary
petition or proceeding pursuant to the Bankruptcy Code or any other applicable
state or other Federal law relating to bankruptcy, reorganization or other
relief for debtors is filed or commenced against Borrower and is not dismissed,
stayed or vacated within 60 days thereafter; Borrower files an answer admitting
the jurisdiction of the court and the material allegations of any involuntary
petition; or Borrower is adjudicated a bankrupt, or an order for relief is
entered by any court of competent jurisdiction under the Bankruptcy Code or any
other applicable state or Federal law relating to bankruptcy, reorganization or
other relief for debtors; or

                  8.4      Any judgment or order for the payment of money (net
of anticipated insurance proceeds, as determined in good faith by Borrower's
Manager) in excess of $250,000 is rendered against Borrower and either (i)
enforcement proceedings are commenced by any creditor upon such judgment or
order or (ii) there shall be any period of 10 consecutive days



4 - LOAN AGREEMENT
PDX/112816/141153/DLH/1385243.1

during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, is not in effect; or

                  8.5      Borrower is in breach of or in default under any
term, condition, representation or warranty contained herein, or in the Note, or
in any other loan agreement or promissory note in effect between Borrower and
Lender; or

                  8.6      There is a default in the Unconditional Guaranty
signed in connection herewith and pursuant to paragraph 4.2 hereof.

         9.       RIGHT TO CURE. If any Event of Default has occurred, other
than a default in payment, and such Event of Default is curable, and if Borrower
has not been given a notice of a breach of the same provision of this Agreement
within the preceding twelve (12) months, such Event of Default may be cured (and
no Event of Default will have occurred) if Borrower, after receiving written
notice from Lender demanding cure of such default: (a) cures the default within
fifteen (15) days, or (b) if the cure requires more than 15 days, immediately
initiates steps which Lender deems in Lender's sole discretion to be sufficient
to cure the default and thereafter continues and completes all reasonable and
necessary steps sufficient to produce compliance as soon as reasonably
practical.

         10.      REMEDIES. In the event Borrower or the Guarantors fail to
perform any of the terms, covenants, conditions or obligations of this Loan
Agreement or the Note, time of payment and performance being of the essence,
Lender shall have any or all of the following remedies:

                  10.1     The right to declare the full unpaid balance of the
Loan immediately due and payable;

                  10.2     The right to exercise each and all of the remedies
granted to Lender under any Pledge or Security Agreement or by the Oregon
Uniform Commercial Code; and/or

                  10.3     The right to exercise any other remedy available to
Lender.

         11.      STOCK OPTION. As additional consideration for Lender providing
the Loan, Borrower grants to Lender the right to purchase, at any time during
the period the Loan is outstanding and for 90 days thereafter, forty percent
(40%) of the Microfield Stock purchased by Borrower (rounded to the nearest
whole share). The purchase price will be $380 per Preferred share. This option
may be exercised in whole or in part by delivering written notice to Borrower
and by tendering the purchase price in cash, check or immediately available
funds. Lender acknowledges that the Microfield Stock may be subject to transfer
and pledge restrictions (including a 12-month lockup restriction) imposed by
Microfield and/or the Securities Act of 1933, as amended from time to time, and
all rules and regulations promulgated thereunder. Lender's right to purchase is
subject to any such restrictions and may only be exercised if the exercise would
not violate applicable federal or state securities laws. Borrower shall not take
any action to impede, restrict, or undermine in any way, the Stock Option
granted to Lender. Borrower shall cooperate, as necessary, to assist in
furthering Lender's purchase of the 40% of Microfield Stock should Lender elect
to purchase it.



5 - LOAN AGREEMENT
PDX/112816/141153/DLH/1385243.1

         12.      NOTE REPAYMENT. As additional consideration for Lender
providing the Loan, Borrower shall cause Destination Capital, LLC to repay to
Lender all amounts due under that certain Promissory Note dated January 21, 2004
in the original amount of $300,000 with a maturity date of July 22, 2004 which
represents one of the CVI Funding Notes as described therein. Repayment shall
occur promptly after the closing of the purchase of the Microfield Stock and
receipt of funds by Destination Capital, LLC from Christenson Velagio, Inc.
Borrower shall secure, in writing, confirmation that Destination Capital, LLC is
to receive 50% of the warrants to purchase Microfield Preferred Stock pursuant
to paragraph 38 of the Contract of Sale and Security Agreement between
Christenson Velagio, Inc. and Destination Capital, LLC, made effective January
22, 2004.

         13.      NOTICE. Any notice required to be given to Borrower shall be
deemed given when actually delivered or three (3) business days after deposit in
the U.S. Mail, postage prepaid, certified with return receipt requested, to
Borrower at the address appearing on the face of this Loan Agreement or such
other address as Borrower may from time to time file with Lender.

         14.      SURVIVAL. All representations, warranties and agreements
herein contained on the part of Borrower shall survive the making of this Loan
and the execution of Borrower's promissory note, and shall be effective as long
as this Loan Agreement shall remain in effect.

         15.      WAIVER. The waiver by Lender of any breach or default of
Borrower under this Loan Agreement or the failure to exercise any right, power
or remedy occurring to Lender shall not operate or be construed as a waiver of
any subsequent breach or default by Borrower. All remedies, either under this
Loan Agreement or by law, or otherwise afforded to Lender, shall be cumulative
and not alternative.

         16.      ATTORNEYS' FEES. In the event suit or action is instituted
arising out of or related to this Loan Agreement or any provision thereof, the
prevailing party, in addition to any other relief awarded, shall be entitled to
recover its reasonable attorneys' fees, including fees in any appellate or
bankruptcy proceeding.

         17.      ENTIRE AGREEMENT. This instrument and the note and security
agreements referenced herein contain the entire agreement of the parties. It may
not be changed orally, but only by an agreement in writing signed by both
parties.

         18.      SEVERABILITY. The invalidity of any provision of this Loan
Agreement as determined by a court of competent jurisdiction shall in no way
affect the validity of any other provision hereof.

         19.      ASSIGNMENT. Borrower shall not assign, pledge or transfer its
interest in this Loan Agreement without first obtaining the written consent of
Lender.

         20.      BINDING EFFECT. Subject to the limitations on transfer of
Borrower's interest, this Loan Agreement shall bind and inure to the benefit of
the parties, their respective heirs, successors and permitted assigns.

         21.      TIME OF ESSENCE. Time is of the essence.



6 - LOAN AGREEMENT
PDX/112816/141153/DLH/1385243.1

         22.      AUTHORITY. Each individual executing this Loan Agreement on
behalf of Borrower represents and warrants that he or she is duly authorized to
execute and deliver this Loan Agreement on behalf of Borrower. If Lender
requests, Borrower shall deliver to Lender evidence of such authority
satisfactory to Lender.

         23.      LAW. This Loan Agreement shall be governed by the laws of the
State of Oregon, regardless of the residence of the parties either at the time
of this Loan Agreement or hereafter. The proper venue for any dispute arising
out of this Loan Agreement shall be the Circuit Court of Multnomah County,
Oregon.

         IN WITNESS WHEREOF, the parties have executed this Agreement.

LENDER:                                 BORROWER:

PATRICK INVESTMENTS, LLC                JMW GROUP, LLC
                                        By: JMW Capital Partners, Inc., Manager



By: /s/ PATRICK TERRELL                By:  /s/ ROBERT JESENIK
   -----------------------------------     -------------------------------------
   Patrick Terrell, Managing Member        Robert Jesenik, CEO


































7 - LOAN AGREEMENT
PDX/112816/141153/DLH/1385243.1

EX-99.43

                        FIRST AMENDMENT OF LOAN AGREEMENT


         THIS FIRST AMENDMENT OF LOAN AGREEMENT (the "Amendment") is entered
into effective September 16, 2005 between PATRICK INVESTMENTS, LLC ("Lender"),
and JMW GROUP, LLC ("Borrower").

                                    RECITALS:

         A.       Borrower and Lender entered into a Loan Agreement dated April
19, 2004 (the "Loan Agreement") whereby Lender provided a loan to finance the
purchase of 2,631.579 Series 4 Preferred shares of Microfield Group, Inc.
("Microfield"). A portion of such shares have been distributed to the members of
Borrower. As a result, Borrower now owns 1,052.632 Series 4 Preferred shares of
Microfield (the "Microfield Stock").

         B.       Borrower and Lender desire to modify the Loan Agreement in
certain respects as set forth below.

         C.       Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Loan Agreement.

                                   AGREEMENT:

         1.       CONDITIONS TO AGREEMENT. Subject to (a) the Loan being paid in
full without a default, and (b) full repayment of the unreturned cash
contributions (plus Priority Return) of Preferred Members as provided in Section
3(d) of the Second Amendment to Amended and Restated Operating Agreement of
Borrower, Lender agrees as follows:

                  1.1      PREPAYMENT FEE. Section 3.3 of the Loan Agreement
(providing for a prepayment fee for early payment of the Loan) is deleted.

                  1.2      STOCK OPTION. Section 11 of the Loan Agreement is
modified to provide that Lender has the option to purchase up to 526.316 Series
4 Preferred shares of the Microfield Stock owned by Borrower. The purchase
option may be exercised at any time during the period the Loan is outstanding
and for twelve (12) months thereafter. In addition to exercising the option for
cash, Lender may elect to receive from Borrower, without the payment of any
additional consideration, shares of Series 4 Preferred stock equal to the value
of this option calculated in the following manner:

                              X = Y (1000*A - 380)
                                  ----------------
                                       1000*A

         where        X  = the number of shares to be delivered to Lender by
                      Borrower

                      Y = the number of option shares underlying the option
                      which Lender elects to purchase pursuant to this net
                      exercise provision.







1 - FIRST AMENDMENT OF LOAN AGREEMENT
PDX/112816/141153/DLH/1384697.1

                      A = the average closing ask price for one share of
                      Microfield common stock for the 10 trading days preceding
                      the day the net exercise election is made.

         2.       COLLATERAL RELEASE. Pursuant to Section 4.1 of the Loan
Agreement, Borrower pledged the Series 4 Preferred shares referenced in Recital
A above in favor of Lender. Lender acknowledges and confirms that it has
released its security interest in the 1,578.947 Series 4 Preferred shares
previously transferred to Borrower's members. The pledge of all the remaining
Series 4 Preferred shares owned by Borrower, all the outstanding shares of
Aequitas Capital Management, Inc. and 1,500 Series 3 Preferred shares owned by
Christenson Leasing Company, LLC remains in effect. The Commercial Pledge
Agreement dated April 19, 2004 between Borrower and Lender is hereby modified to
reflect the release of the 1,578.947 Series 4 Preferred shares from the pledge
arrangement.

         3.       WADE STOCK PLEDGE. As set forth in Section 5.2 of the Loan
Agreement, 70.42 shares of the stock of Aequitas Capital Management, Inc.
("Aequitas") had been pledged in favor of Dennis Wade to secure payment of an
obligation due to be paid in September 2004. Borrower represents that this
obligation has now been paid in full, the pledge of such shares has terminated,
and all outstanding shares are now pledged in favor of Lender.

         4.       NOTE REPAYMENT AND WARRANTS. As set forth in Section 12 of the
Loan Agreement, Borrower and Lender acknowledge and confirm that Lender was
repaid amounts due from Destination Capital, LLC. Borrower and Lender further
acknowledge and confirm that Microfield issued a warrant to Destination Capital,
LLC to purchase 1,403,548 common shares of Microfield (two-thirds of the warrant
shares potentially issuable) and that Destination Capital, LLC assigned the
warrant to Lender as to 701,774 shares.

         5.       GUARANTY. Borrower acknowledges that this Amendment will not
affect the liability or obligations of any guarantor under the Unconditional
Guaranty executed in connection with the Loan Agreement and the Loan. By their
signatures below, each Guarantor reaffirms, ratifies and confirms that the
Unconditional Guaranty remains in full force and effect.

         6.       FURTHER EFFECT. Except as set forth herein, the Loan Agreement
will remain in full force and effect.

         7.       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 Agreement.













2 - FIRST AMENDMENT OF LOAN AGREEMENT
PDX/112816/141153/DLH/1384697.1

         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.

LENDER:                                 BORROWER:

PATRICK INVESTMENTS, LLC                JMW GROUP, LLC
                                        By: Aequitas Capital Management, Inc.,
                                             its Manager



By: /s/ PATRICK TERRELL                 By:  /s/ ROBERT J. JESENIK
   -----------------------------------      ------------------------------------
   Patrick Terrell, Managing Member         Robert J. Jesenik, CEO

The terms of the Unconditional Guaranty are hereby ratified and reaffirmed, and
remain in full force and effect:



/s/ ROBERT J. JESENIK
- --------------------------------------
Robert J. Jesenik



/s/ KATHERINE J. JESENIK
- --------------------------------------
Katherine J. Jesenik



/s/ BRIAN A. OLIVER
- --------------------------------------
Brian A. Oliver



/s/ THOMAS A. SIDLEY
- --------------------------------------
Thomas A. Sidley
















3 - FIRST AMENDMENT OF LOAN AGREEMENT
PDX/112816/141153/DLH/1384697.1

EX-99.44

                                    SERIES 4
                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

         This Registration Rights Agreement is entered into and effective as of
the 8th day of April, 2004, between MICROFIELD GROUP, INC., an Oregon
corporation (the "Company"), and JMW GROUP, LLC ("Holder").

                                    RECITALS:

         A.       The Holder collectively owns the following shares of Series 4
Preferred stock of the Company (the "Stock"):

         Holder                                Shares of Series 4
                                               Preferred Stock

         JMW Group, LLC                        2,631.579

For purposes of this Agreement, Stock shall also include all shares of the
Company's Series 4 Preferred stock now owned or hereafter acquired by reason of
purchase, exercise of warrants, conversion, division or otherwise, by the
Holder.

         B.       The Company and Holder desire to provide for registration
rights and lock-up provisions set forth herein.

                                   AGREEMENT:

         NOW, THEREFORE, the parties agree as follows:

         1.       Company Registration.

                  1.1      Registrable Securities. For purposes of this
Agreement, "Registrable Securities" means the Stock or other securities issued
or issuable with respect to the Stock upon any stock split, stock dividend,
recapitalization or similar event; provided, however, that shares of Stock or
other securities shall only be treated as Registrable Securities if and so long
as they have not been (A) sold or otherwise transferred to or through a broker
or dealer or underwriter in a public distribution or a public securities
transaction, or (B) sold or otherwise transferred in a transaction exempt from
the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and restrictive
legends with respect thereto are removed upon the consummation of such sale.
Registerable Securities sold or otherwise transferred without strict compliance
of the terms of this Agreement or otherwise in breach of this Agreement shall
not have any benefits under this Agreement unless and until such terms have been
strictly complied with or such breach has been cured.

                  1.2      Piggyback Registration Rights. If at any time or from
time to time after expiration of the period set forth in Section 10.1 and prior
to the fifth anniversary of this Agreement, the Company shall decide to register
any of its securities, either for its own account or the account of a security
holder or holders, other than (x) a registration relating solely to






1 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1386350.1

employee benefit plans, or (y) a registration relating solely to a Commission
Rule 145 transaction, the Company will:

                           (a)      promptly give to the Holder written notice
thereof, and

                           (b)      include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests made within fifteen (15) days after receipt of such
written notice from the Company by the Holder.

If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms
and conditions set forth herein.

                  1.3      Underwriting. If the registration of which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise the Holder as a part of the written
notice given pursuant to Section 1.2(a). In such event, the right of the Holder
to registration pursuant to Section 1.2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of Registrable Securities
in the underwriting, to the extent requested, to the extent provided herein. The
Holder shall (together with the Company and the other holders distributing their
securities through such underwriting (the "Other Participating Holders")) enter
into an underwriting agreement in customary form with the managing underwriter
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 1, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the number of Registrable
Securities to be included in the registration and underwriting, on a pro rata
basis based on the total number of securities (including, without limitation,
Registrable Securities) requested to be registered pursuant to registration
rights granted to the Holder and the Other Participating Holders by the Company.
To facilitate the allocation of shares in accordance with the above provisions,
the Company or the underwriters may round the number of shares allocated to the
Holder or the Other Participating Holders to the nearest one hundred (100)
shares. If the Holder or any Other Participating Holder disapproves of the terms
of any such underwriting, it, he or she may elect to withdraw therefrom by
written notice to the Company and the managing underwriter. Any securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration, and shall not be transferred in a public distribution prior to one
hundred and eighty (180) days after the effective date of the registration
statement relating thereto.

                  1.4      Right to Terminate Registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 1 prior to the effectiveness of such registration, whether or not
any Holder has elected to include securities in such registration.






2 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1386350.1

         2.       Registration.

                  2.1      Right to Demand Registration. Following the second
anniversary of the date of this Agreement and prior to the fifth anniversary of
the date of this Agreement and subject to the restrictions contained in Section
2.2, if any Holder of Registrable Securities requests that the Company file a
registration statement for a public offering of Registrable Securities, the
reasonably anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would exceed $500,000, and the Company
is a registrant entitled to use Form S-3 to register the Registrable Securities
for such an offering, the Company shall use its best efforts to cause such
Registrable Securities to be registered for the offering on such form.

                  2.2      Limitation of Registration. A Holder shall only have
the rights set forth in Section 2.1 if the Holder previously elected to register
all of such Holder's Registrable Securities as provided in Section 1.2(b), less
than 50% of Holder's Registrable Securities were registered as required by the
managing underwriter, and the Holder has not elected to exercise Holder's
registration rights under this Section 2 more than once previously.

                  2.3      Notice. The Company will (i) promptly give written
notice of the proposed registration to all other holders of Series 4 Preferred
stock and (ii) as soon as practicable use its best efforts to effect such
registration (including, without limitation, the execution of an undertaking to
file post-effective amendments, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any Holder or Holders joining in such request
as are specified in a written request received by the Company within fifteen
(15) days after receipt of such written notice from the Company. The substantive
provisions of Section 1 shall be applicable to each registration initiated under
this Section 2.

                  2.4      Exceptions. Notwithstanding the foregoing, the
Company shall not be obligated to take any action pursuant to this Section 2:
(i) in any particular jurisdiction in which the Company would be required to
execute a general consent to service of process in effecting such registration,
qualification or compliance, unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act; (ii)
during the period starting with the date sixty (60) days prior to the Company's
estimated date of filing of, and ending on the date six (6) months immediately
following the effective date of, a registration statement (other than with
respect to a registration statement relating to a Rule 145 transaction, an
offering solely to employees or any other registration which is not appropriate
for the registration of Registrable Securities), provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; (iii) in any calendar year after the
Company has effected two (2) such registrations pursuant to this Section 2 in
such calendar year and each such registration has been declared or ordered
effective and has remained effective for the period specified in Section 4 of
this Agreement; and (iv) if the Company shall furnish to such Holder a
certificate signed by the President of the Company stating that, in the good
faith judgment of the Board of Directors, it would be seriously detrimental to
the Company or its stockholders for registration statements to be filed in the
near

3 - REGISTRATION RIGHTS AGREEMENT
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future, then the Company's obligation to use its best efforts to file a
registration statement shall be deferred for a period not to exceed one hundred
twenty (120) days from the receipt of the request to file such registration by
such Holder or Holders; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.

         3.       Expenses of Registration.

                  3.1      Registration Expenses. "Registration Expenses" shall
mean all expenses incurred by the Company in complying with Sections 1 and 2
hereof, including, without limitation, all registration, qualification and
filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and the expense of any special
audits incident to or required by any such registration (but excluding the
compensation of regular employees of the Company which shall be paid in any
event by the Company).

                  3.2      Company's Obligation to Pay. All Registration
Expenses incurred in connection with any registration pursuant to Section 1 and
up to one registration in any calendar year after the date hereof under Section
2, and, at the Holder's option (i) the reasonable cost of one special legal
counsel to all holders of securities of the Company exercising registration
rights in any such registration or (ii) the reasonable cost of one special legal
counsel to the Holder in any such registration, shall be borne by the Company;
provided, however, that the attorney fees related to such special legal counsel
referred to in clause (ii) borne by the Company shall in no event exceed $5,000
in any calendar year. All Registration Expenses incurred in connection with any
registration pursuant to Section 2 of this Agreement above and beyond one
registration in any calendar year after the date hereof, and the cost of any
counsel for the Holder in any such registration, shall be borne by the Holder.
If a registration proceeding is begun upon the request of the Holder pursuant to
Section 1.3 (if the first request under Section 2 in any calendar year), but
such request is subsequently withdrawn, then the Holder may either: (i) bear all
Registration Expenses of such proceeding, in which case the Company shall be
deemed not to have effected a registration pursuant to Section 2 of this
Agreement, or (ii) require the Company to bear all Registration Expenses of such
proceeding, in which case the Company shall be deemed to have effected a
registration pursuant to Section 2 of this Agreement. The preceding sentence
shall not apply if, at the time of such withdrawal, the Holder has learned of a
material adverse change in the condition, business or prospects of the Company
from that known to the holder at the time of their request.

                  3.3      Selling Expenses. All Selling Expenses relating to
securities registered on behalf of the Holder shall be borne by the Holder. For
purposes of this Agreement, "Selling Expenses" shall mean all underwriting
discounts, selling commissions and stock transfer taxes applicable to the
securities registered by the Holder and all fees and disbursements of counsel
for the Holder (as limited by this Section 3).

         4.       Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 4,
the Company will:

                  4.1      Registration Statement. Prepare and file with the
Commission a registration statement with respect to such securities and use its
best efforts to cause such registration statement to become and remain effective
until the distribution described in the

4 - REGISTRATION RIGHTS AGREEMENT
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registration statement has been completed, but in no event longer than one
hundred twenty (120) days.

                  4.2      Amendments. Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.

                  4.3      Copies of Documents. Furnish to the Holders
participating in such registration and to the underwriters, if any, of the
securities being registered such reasonable number of copies of the registration
statement, preliminary prospectus, final prospectus and such other documents as
they may reasonably request in order to facilitate the public offering of such
securities.

                  4.4      Blue Sky Registration. Use its best efforts to
register and qualify the securities covered by such registration statement under
such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act.

                  4.5      Underwriting Agreement. In the event of any
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement.

                  4.6      Notice. Notify each Holder of Registrable Securities
covered by such registration statement at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.

                  4.7      Securities Exchange Listing. Cause all such
Registrable Securities registered pursuant hereunder to be listed on each
securities exchange or other trading market on which similar securities issued
by the Company are then listed.

                  4.8      Transfer Agent and Registrar. Provide a transfer
agent and registrar for all Registrable Securities registered pursuant hereunder
and a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration.

                  4.9      Legal Opinion and Comfort Letter. Use its best
efforts to furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 4, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 4, if such securities are being
sold through underwriters, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form
substance as is customarily given to underwriters in an

5 - REGISTRATION RIGHTS AGREEMENT
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underwritten public offering, addressed to the underwriters and to the Holders
requesting registration of Registrable Securities and (ii) a letter dated such
date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters and to the Holders requesting registration of Registrable
Securities.

         5.       Indemnification.

                  5.1      Indemnification of Holder. The Company will indemnify
and hold harmless each Holder, each of its officers and directors and partners,
and each person controlling such Holder within the meaning of Section 15 of the
Securities Act, with respect to which registration, qualification or compliance
has been effected pursuant to this Agreement, and each underwriter, if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against all actual out-of-pocket expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including any of the
foregoing incurred in any litigation or in settlement of any litigation,
commenced or threatened, arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration
statement, prospectus, preliminary prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading, or any violation or any alleged violation by the
Company of the Securities Act or the Exchange Act or any state securities law,
or of any rule or regulation promulgated under any of the foregoing applicable
to the Company in connection with any such registration, qualification or
compliance, and the Company will reimburse each such Holder, each of its
officers and directors, and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and
any other actual out-of-pocket expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 5.1 shall not apply to amounts paid in
settlement of any such matter if the settlement is effected without the consent
of the Company, which consent shall not be unreasonably withheld; and provided
further that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement or omission or alleged untrue statement or omission, made
in reliance upon and in conformity with written information furnished to the
Company by such Holder, controlling person or underwriter specifically for use
therein.

                  5.2      Indemnification of the Company. Each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
indemnify and hold harmless the Company, each of its directors and officers,
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of Section 15 of the Securities Act, and each other such
Holder, each of its officers and directors and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, against all
actual out-of-pocket expenses, claims, losses, damages and liabilities (or
actions in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened, arising out of or based
on any untrue statement (or alleged

6 - REGISTRATION RIGHTS AGREEMENT
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untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any amendment or
supplement thereto, incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein, in light of the circumstances in
which they were made, or necessary to make the statements therein not
misleading, and will reimburse the Company, such Holders, such directors,
officers, persons, underwriters or control persons for any legal and any other
actual out-of-pocket expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, as
such expenses are incurred, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder specifically for use therein; provided,
however, that the indemnity agreement contained in this Section 5.2 shall not
apply to amounts paid in settlement of any matter if the settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; and provided, further, that the maximum liability of each selling
Holder under this Section 5.2 shall be equal to the net proceeds to such selling
Holder as a result of such registration and offering.

                  5.3      Indemnification Notice. Each party entitled to
indemnification under this Section 5 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party may participate
in such defense at such party's expense; provided, however, that an Indemnified
Party (together with all other Indemnified Parties which may be represented
without conflict by one counsel) shall have the right to retain one separate
counsel, with the reasonable fees and expenses of such counsel to be paid by the
Indemnifying Party, if representation of such Indemnified Party by the counsel
retained by the Indemnifying Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. The failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations under this Section 5 unless the failure to give such notice
is materially prejudicial to an Indemnifying Party's ability to defend such
action. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party (not to be unreasonably
withheld), consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.

                  5.4      Contribution. If the indemnification provided for in
this Section 5 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid of payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions

7 - REGISTRATION RIGHTS AGREEMENT
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that resulted in such loss, liability, claim, damage, or expense as well as any
other relevant equitable considerations; provided, however, that, in no event
shall any contribution by a Holder under this Section 5.4 exceed the net
proceeds from the offering received by such Holder, except in the case of
willful fraud by such Holder. The relative fault of the indemnifying party and
of the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

                  5.5      Underwriting Agreement. Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.

                  5.6      Survival. The obligations of the Company and Holders
under this Section 5 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 5, and otherwise.

         6.       Information by Holder. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.

         7.       Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Stock to the public without registration, the
Company agrees to use its best efforts to: (a) make and keep public information
available, as those terms are understood and defined in Rule 144 under the
Securities Act, at all times after the effective date that the Company becomes
subject to the reporting requirements of the Exchange Act; (b) file with the
Commission in a timely manner all reports and other documents required of the
Company under the Exchange Act (at any time after it has become subject to such
reporting requirements); and (c) so long as the Holder owns any Registrable
Securities, to furnish to the Holder forthwith upon request a written statement
by the Company as to its compliance with the reporting requirements of Rule 144,
a copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing the Holder to sell any such securities without registration.

         8.       Transfer of Registration Rights. The rights to cause the
Company to register securities granted to the Holder under Sections 1 and 2 may
be assigned to a transferee or assignee in connection with any transfer or
assignment of Registrable Securities by the Holder (together with any
affiliate); provided, however, that (a) such transfer shall be effected in
accordance with applicable securities laws, (b) notice of such assignment is
given to the Company, (c) such transferee or assignee (i) is a wholly-owned
subsidiary or limited liability company or constituent partner (including
limited partners, retired partners, members of a limited

8 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1386350.1

liability company, trustee of a trust established for the benefit of the
Holder's family, spouses and ancestors, lineal descendants and siblings of such
partners or spouses who acquire Registrable Securities by gift, will or
intestate succession) of the Holder, or (ii) acquires from the Holder at least
10% of the Holder's Shares and (d) agrees to be bound by the terms and
conditions of this Agreement.

         9.       Termination of Rights. The rights of any particular Holder to
cause the Company to register securities under Sections 1 and 2 shall terminate
with respect to such Holder on the earlier of the fifth anniversary of the date
of this Agreement, or at such time as Rule 144 or another similar exemption
under the Securities Act of 1933 is available for the sale of all such Holder's
securities during a three (3)-month period without registration.

         10.      Lock-up Agreement.

                  10.1     Lock-up. The Holder agrees that for a period of
twelve (12) months from the date of this Agreement, it will not sell or assign,
whether or not for consideration, directly or indirectly, the Registrable
Securities; provided, however, that to the extent that any Shares are pledged,
the pledgee and any subsequent transferee agrees to be bound by this Agreement.
The Holder may, during the twelve (12) month lock-up period, grant an option to
purchase the Shares, provided that the option may not be exercisable until the
expiration of the twelve (12) month lock-up period. Once these shares are
released as collateral or assigned pursuant to Section 8, they will become
subject to all the rights, obligations and restrictions set forth in this
Agreement.

                  10.2     Authorized Transfer. The Registrable Securities may
be transferred by will, the laws of descent and distribution, the operation of
law, or by order of any court of competent jurisdiction and proper venue.

                  10.3     Legend. A notice shall be placed on the face of each
stock certificate of the Registrable Securities stating that the Registrable
Securities are restricted in accordance with the conditions set forth on the
reverse side of the certificate and a typed legend shall provide as follows:
"The shares represented by this certificate are subject to certain sale and
transfer restrictions until April 8, 2005, by an agreement between the security
holder and issuer, which is on file with the issuer and the stock transfer agent
from which a copy is available upon request and without charge."

         11.      Miscellaneous.

                  11.1     Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may be amended or waived only upon the
prior written consent of the Company and the holders of a majority of the
Registrable Securities.

                  11.2     Entire Agreement. This Agreement is the entire
agreement is the entire agreement and understanding of the parties hereto as to
the subject matter contained herein. There are no restrictions, promises,
warranties, covenants, or undertakings other than those expressly set forth or
referred to in this Agreement. This Agreement supersedes all prior agreements
and undertakings, whether written or oral, among the parties with respect to the
subject matter hereof.

9 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1386350.1

                  11.3     Successors and Assigns. All covenants and agreements
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto whether so expressed or not. In addition, whether or not any express
assignment has been made, the provisions of this Agreement which are for the
benefit of purchasers or holders of Registrable Securities are also for the
benefit of, and enforceable by, any subsequent holder of such Registrable
Securities.

                  11.4     Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

                  11.5     Counterparts. This Agreement may be executed
simultaneously in two or more counterparts (including by means of telecopied
signature pages), any one of which need not contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the
same Agreement.

                  11.6     Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Oregon without
reference to the choice of law doctrine. Venue shall be in Multnomah County.

                  11.7     Notices. All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, one (1) business day after sent to the recipient by
reputable overnight courier service (charges prepaid) or two (2) business days
after mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other communications
shall be sent to each Holder and to the Company at the addresses indicated
below:

         If to MICG:

                  Microfield Group, Inc.
                  Attn:  William C. McCormick
                  1631 NW Thurman Street, 4th Floor
                  Portland, OR 97209

         With a copy to:

                  Dunn Carney Allen Higgins & Tongue LLP
                  Attn:  Jonathan A. Bennett
                  851 SW Sixth Avenue, Suite 1500
                  Portland, OR 97204







10 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1386350.1

         If to Holder:

                  JMW Group, LLC
                  Robert J. Jesenik and Andrew S. Craig
                  1631 NW Thurman Street
                  Fourth Floor
                  Portland, OR   97209

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party given
in accordance with this section.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

MICROFIELD GROUP, INC.                      JMW GROUP, LLC
                                            By: JMW Capital Partners, Inc.,
                                            its Manager



By: /s/ WILLIAM C. MCCORMICK                By: /s/ ROBERT J. JESENIK
   -----------------------------------         ---------------------------------
     William C. McCormick, President            Robert J. Jesenik, CEO


































11 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1386350.1

EX-99.45

                            MELLON INVESTOR SERVICES
                                STOCK POWER FORM


FOR VALUE RECEIVED, I/WE HEREBY
SELL, ASSIGN AND TRANSFER TO (1):  _____________________________________________
                                   SOCIAL SECURITY # OR TAX I.D. # OF NEW OWNER.

(2)_____________________________________________________________________________
   PRINT/TYPE ALL NAMES & ADDRESS OF NEW OWNERS,  INDICATE IF JOINT, TRUST OR
   CUSTODIAN ACCOUNT

   _____________________________________________________________________________

   _____________________________________________________________________________
         City                               State             Zip Code

TRANSFER  (3)  _______________________  CERTIFICATE  SHARES  REPRESENTED  BY THE
ENCLOSED  CERTIFICATE   NUMBER(S)  (4)   _____________________________,   AND/OR
(5)__________________  BOOK-ENTRY  SHARES  (INCLUDING  SHARES  HELD FOR YOU IN A
DIVIDEND REINVESTMENT OR OTHER PLAN).

REGISTERED TO (6) ______________________________________________________________

ACCOUNT NUMBER (7) _____________________________________________________________

THE  UNDERSIGNED  DOES (DO) HEREBY  IRREVOCABLY  CONSTITUTE  AND APPOINT  MELLON
INVESTOR  SERVICES  ATTORNEY  TO  TRANSFER  THE  SAID  STOCK  ON  THE  BOOKS  OF
_______________________________ WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
        Company Name

SIGNATURE(S) OF REGISTERED OWNERS:  Please sign as name appears on registration.
Joint  owners   should  each  sign.   When   signing  as   attorney,   executor,
administrator, trustee or guardian, please give full title of such.


(8)__________________________________      Date:________________________________
   Signature of registered holder
   or authorized representative:


   __________________________________      Telephone:___________________________
   Signature of Joint Owner                                Daytime number

AFFIX MEDALLION  SIGNATURE GUARANTEE by a financial  institution  enrolled in an
approved Medallion Program pursuant to S.E.C. Rule 17Ad-15.

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PDX/112816/141153/DLH/1423623.1

EX-99.47

INDEMNIFICATION ESCROW AGREEMENT

         THIS INDEMNIFICATION ESCROW AGREEMENT ("Indemnification Agreement")
dated July 20, 2005, is by and among MICROFIELD GROUP, INC., an Oregon
corporation ("MICG"), CPS ACQUISITION CO., an Oregon corporation ("CPS"), CEAC,
INC., an Oregon corporation ("CEAC"), CHRISTENSON ELECTRIC, INC., an Oregon
corporation ("Christenson"), and JOHN A. HIRSCHY ("Escrow Agent").

RECITALS

         WHEREAS, MICG, CPS, CEAC, and Christenson are parties to that certain
Merger Agreement ("Agreement") entered into contemporaneously with this
Indemnification Agreement, which provides, among other things, that CPS, a
wholly-owned subsidiary of MICG, merged with Christenson, wholly owned by CEAC.

         WHEREAS, the Agreement provides that an "Indemnification Amount" (as
defined below) consisting of Two Million (2,000,000) shares of Microfield Common
Stock shall be placed in an escrow against which MICG shall be able to make
claim, and be indemnified and/or reimbursed for Damages (as defined in the
Agreement), to which MICG is entitled pursuant to the Agreement.

         NOW, THEREFORE, it is agreed by and among the parties hereto as
follows:

SECTION 1.        ESTABLISHMENT OF ESCROW

         Escrow Agent hereby accepts and acknowledges receipt of Two Million
(2,000,000) shares of common stock of Microfield as the "Indemnification Amount"
to be held for the benefit of MICG, CPS, CEAC, and Christenson and their
respective successors and assigns, as provided herein.

         CEAC has deposited 2,000,000 shares of Microfield common stock into
escrow.

SECTION 2.        APPLICATION OF ESCROW FUNDS

         2.1      PURPOSE. The Agreement provides, among other things, that CEAC
shall indemnify, save, and hold harmless MICG from and against Damages which are
described in the Agreement; provided, however, that MICG shall not be entitled
to assert a Claim (as hereafter defined) on account of the indemnity contained
in Article 6 of the Agreement unless and until the aggregate amount of Damages
with respect to aggregate Claims asserted exceeds Five Hundred Thousand Dollars
($500,000). The first Five Hundred Thousand Dollars ($500,000) of Damages shall
be borne solely by MICG, and any Claims under this Indemnification Agreement
shall only be for Claims for Damages in excess of Five Hundred Thousand Dollars
($500,000) and shall not include the first Five Hundred Thousand Dollars
($500,000) of such Claims. Furthermore, the liability of CEAC and Christenson
under the Agreement for any and all Damages incurred by MICG shall be limited by
the Indemnification Amount, and further limited to Claims as to which written
Claim Notice (as defined in Article 7) thereof shall have been given to CEAC and
Escrow Agent on or prior to the date which is 52 weeks from the date of this
Indemnification






1 - INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1385117.1

Agreement ("Survival Date"), whether or not the damage has actually been
sustained (which Claim Notice shall to the extent possible specify the details
of the Claim).

         2.2      CLAIMS BY MICG. If, on or prior to the applicable Survival
Date, MICG claims to be entitled to make a Claim to the Indemnification Amount
held by Escrow Agent, it shall advise Escrow Agent and CEAC of the Claim in
writing (a "Claim Notice"), describing in such Claim Notice the nature of the
Claim, its amount (if then determinable), and the provision(s) of the Agreement
on which the Claim is based. Unless CEAC sends Escrow Agent a written approval
of the Claim, with a copy concurrently to MICG, within 15 days after CEAC and
Escrow Agent receive such Claim Notice, CEAC shall be conclusively presumed to
have rejected the Claim. If CEAC has approved the Claim in whole or in part,
Escrow Agent shall, within 10 days thereafter, deliver to MICG such portion of
the Indemnification Amount as necessary to satisfy the approved Claim. However,
if the amount of the Claim is not then determinable, Escrow Agent shall set
aside in reserve such portion of the Indemnification Amount (in shares of
Microfield Common Stock based on Microfield Stock Value determined in accordance
with Section 7.6 of the Agreement) necessary to cover the Claim (the "Reserve
Amount"), and any such portion of the Indemnification Amount held as Reserve
Amounts shall be held by Escrow Agent until such time as the amount of the Claim
is ascertainable, and shall thenceforth deliver to MICG the portion of the
Reserve Amount of the Indemnification Amount necessary to satisfy the Claim. In
all events, Escrow Agent shall have no liability for any calculation of an
Indemnification Amount or release of Microfield Common Stock so long as Escrow
Agent acts in good faith.

         2.3      TERMINATION OF Escrow. On the date that is 52 weeks from the
date of this Indemnification Agreement, the Escrow Agent shall deliver to CEAC
all of the Indemnification Amount remaining in Escrow, less any Reserve Amounts
and less the amounts of any Claim Notice(s) for which MICG has not then been
paid in full. Escrow Agent shall deliver to CEAC or MICG funds remaining in the
escrow account after the date that is 52 weeks from the date of this
Indemnification Agreement, on account of Claim Notices for which MICG has not
been paid in full, or for funds remaining in previously established Reserve
Accounts, only under joint written instructions signed by CEAC and MICG.

         When all of the Indemnification Amount has been finally distributed in
accordance herewith, this Indemnification Agreement shall terminate.

SECTION 3.        LIABILITY OF ESCROW AGENT

         3.1      CONFLICTING DEMANDS. Escrow Agent will be obligated to perform
only the duties that are expressly set forth herein and need not take notice of
any provisions of the Agreement. In case of conflicting demands upon Escrow
Agent, it may (i) refuse to comply therewith as long as such disagreement
continues and make no delivery or other disposition of any funds then held (and
Escrow Agent shall not be or become liable in any way for such failure or
refusal to comply with such conflicting demands); and (ii) continue to so
refrain and so refuse to act until all differences have been adjusted by
agreement and Escrow Agent has been notified thereof in writing signed jointly
by CEAC and MICG; or (iii) deposit the portion of the Indemnification Amount in
dispute with the Clerk of Oregon Circuit Court and institute an interpleader
action.




2 - INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1385117.1

         3.2      NO OBLIGATION TO TAKE LEGAL ACTION. Escrow Agent shall not be
under any obligation to take any legal action in connection with this
Indemnification Agreement or for its enforcement, or to appear in, prosecute, or
defend any action or legal proceeding which, in its opinion, would or might
involve it in any costs, expenses, loss, or liability, unless (and as often as
required by it) it is furnished with satisfactory security and indemnity against
all such costs, expenses, losses, or liabilities.

         3.3      STATUS OF ESCROW AGENT. In consideration of Escrow Agent's
acceptance of this Indemnification Agreement, the parties agree that Escrow
Agent's obligations and duties in connection with this Indemnification Agreement
are confined to those specifically enumerated in this Indemnification Agreement;
that Escrow Agent shall not be in any manner liable or responsible for the
sufficiency, correctness, genuineness or validity of any instruments deposited
with Escrow Agent, or with reference to the form of execution of the instruments
or the identity, authority or rights of any person executing or depositing the
instruments; that Escrow Agent is under no obligation to ascertain the terms or
conditions of any instruments or to comply in any respect with the terms of the
instruments; and that Escrow Agent shall not be liable for any loss that may
occur by reason of forgeries or false representations by others, due to the
exercise of Escrow Agent's discretion, or for any other reason except Escrow
Agent's gross negligence or willful misconduct. The parties acknowledge that
Escrow Agent is not acting in his capacity as an attorney.

         3.4      WRITTEN INSTRUCTIONS OF PARTIES. Notwithstanding any contrary
provisions contained herein, Escrow Agent shall, at all times, have full right
and authority to pay over and disburse the principal of the Indemnification
Amount in accordance with any joint written instructions signed by CEAC and
MICG.

SECTION 4.        NOTICES

         All notices, requests, demands, and other communications required or
permitted hereunder shall be in writing and will be deemed to have been duly
given when delivered by hand (including delivery by courier service) or two days
after deposit in the U.S. Mail by certified or registered mail, return receipt
requested, with postage prepaid:

         If to MICG:
         ----------

                  Microfield Group, Inc.
                  Attn:  A. Mark Walter
                  1631 NW Thurman Street, Suite 310
                  Portland, OR 97209

         With a copy to:
         --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  Attn:  Jonathan A. Bennett
                  851 SW Sixth Avenue, Suite 1500
                  Portland, OR 97204





3 - INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1385117.1

         If to CEAC and Christenson:
         --------------------------

                  CEAC, Inc.
                  c/o Aequitas Capital Management, Inc.
                  Attn:  Robert Jesenik
                  805 SW Broadway, Suite 560
                  Portland, OR 97205

         With a copy to:
         --------------

                  Andrew S. Craig
                  Aequitas Capital Management, Inc.
                  805 SW Broadway, Suite 560
                  Portland, OR 97205

         If to Escrow Agent:
         ------------------

                  John A. Hirschy, Esq.
                  Black Helterline LLP
                  805 SW Broadway, Ste. 1900
                  Portland, OR 97205

or to such other address as may be furnished pursuant to the above.

SECTION 5.        ESCROW AGENT'S FEE

         For services hereunder, Escrow Agent shall be paid a fee based on
Escrow Agent's normal hourly rate for legal services (currently $260), and shall
be paid or reimbursed for all expenses, disbursements, and advances, including
reasonable attorney fees incurred or paid in connection with carrying out its
duties hereunder, all amounts to be payable by MICG and CEAC in equal shares. If
the conditions of this Indemnification Agreement are not promptly fulfilled, or
if Escrow Agent renders any requested service not provided for in this
Indemnification Agreement, or if there is any assignment of interest in the
subject matter of this Indemnification Agreement or any modification in the
terms of the Agreement relating to this Indemnification Agreement, or if any
controversy arises under the Agreement, or if Escrow Agent is made a party to or
intervenes in any litigation pertaining to this Indemnification Agreement or its
subject matter, Escrow Agent shall be reasonably compensated for the
extraordinary services and reimbursed for all costs and expenses caused by such
default, delay, controversy or litigation.

SECTION 6.        TITLES AND SECTION HEADINGS

         Titles of sections and subsections contained in this Indemnification
Agreement are inserted for convenience of reference only, and neither form a
part of this Indemnification Agreement nor are to be used in its construction or
interpretation.







4 - INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1385117.1

SECTION 7.        COUNTERPARTS

         This Indemnification Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

SECTION 8.        NON-WAIVER

         No waiver by any party of any breach of any term or condition of this
Indemnification Agreement shall operate as a waiver of any other breach of such
term or condition or of any term or condition. No failure to enforce such
provision shall operate as a waiver of such provision or of any other provision
hereof, or constitute or be deemed a waiver or release of any other party for
anything arising out of, connected with, or based upon this Indemnification
Agreement.

SECTION 9.        BINDING EFFECT

         This Indemnification Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective transferees, successors, and
assigns. The parties recognize and acknowledge that the powers and authority
granted to Escrow Agent herein are each irrevocable and coupled with an
interest.

SECTION 10.       NONLIMITATION OF LIABILITY

         Nothing contained herein shall in any way limit any party's liability
or obligations in relation to the Agreement, and any party shall have all the
rights and remedies set forth in the Agreement

SECTION 11.       GOVERNING LAW

         This Indemnification Agreement has been made entirely within the state
of Oregon. This Indemnification shall be governed by and construed in accordance
with the laws of the state of Oregon. If any suit or action is filed by any
party to enforce this Indemnification or otherwise with respect to the subject
matter hereof, jurisdiction and venue shall be in the Multnomah County, Oregon
Circuit Court.

SECTION 12.       TIME OF ESSENCE

         Time is of the essence of this Indemnification Agreement.



                         [SIGNATURES ON FOLLOWING PAGE]












5 - INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1385117.1

SECTION 13.       ENTIRE AGREEMENT; MODIFICATION

         This Indemnification Agreement supersedes all prior indemnification
agreements and constitutes the entire agreement with respect to the subject
matter hereof. It may not be altered or modified without the written consent of
all parties.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Indemnification Agreement to be executed on its behalf by its duly authorized
officers, all as of the day and year first above written.

MICROFIELD GROUP, INC.,                 CHRISTENSON ELECTRIC, INC.,
an Oregon corporation                   an Oregon corporation


By: /s/ A. MARK WALTER                  By: /s/ ROBERT J. JESENIK
   --------------------------------        -------------------------------------
   A. Mark Walter, President               Robert J. Jesenik, CEO & President



CPS ACQUISITION CO.,                    CEAC, INC.,
an Oregon corporation                   an Oregon corporation


By: /s/ A. MARK WALTER                  By: /s/ ROBERT J. JESENIK
   --------------------------------        -------------------------------------
   A. Mark Walter, President                Robert J. Jesenik, CEO & President




/s/ JOHN A. HIRSCHY
- -----------------------------------
John A. Hirschy























6 - INDEMNIFICATION ESCROW AGREEMENT
PDX/112816/141153/DLH/1385117.1

EX-99.48

                               ASSIGNMENT OF STOCK

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto CEAC, INC. (1) 4,202,381 shares of the Series 2 Preferred Stock of
Microfield Group, Inc., an Oregon corporation (the "Corporation"), represented
by Certificate Nos. 1P2 and 18P2, and (2) 125.636 shares of the Series 3
Preferred Stock of the Corporation represented by Certificate No. 1P3, with full
power to cause the transfer of such stock on the books of the Corporation.

         DATED:  July 20, 2005.
                                         CHRISTENSON ELECTRIC, INC.



                                         By: /s/ ROBERT J. JESENIK
                                            ------------------------------------
                                            Robert J. Jesenik, CEO/President









































ASSIGNMENT OF STOCK
PDX/112816/141153/DLH/1386675.1

EX-99.49

                        STOCK SALE & SETTLEMENT AGREEMENT

         1.       PARTIES.

                  A.       Kurt A. Underwood ("Plaintiff");

                  B.       JMW Capital Partners, Inc., an Oregon corporation

(now known as Aequitas Capital Management, Inc.), Christenson Group LLC, an

Oregon limited liability company, and Microfield Group, Inc., an Oregon

corporation (collectively "JMW Defendants");

                  C.       Christenson Electric, Inc., an Oregon corporation,

Destination Capital, LLC, an Oregon limited liability company, Christenson

Velagio, Inc., an Oregon corporation, Robert J. Jesenik, Steven M. Wright,

Andrew S. Craig, Thomas A. Sidley, R. Patrick Hanlin, Michael Stansell, Brian A.

Oliver, and Brian N. Christopher (collectively "Christenson Defendants");

                  D.       Collectively herein, the JMW Defendants and the

Christenson Defendants shall sometimes be referred as the "Defendants."

         2.       REPRESENTATION BY PLAINTIFF. Plaintiff represents and warrants

that he is the sole owner of (a) 119,050 shares of Series 2 preferred stock and

3,404,958 shares (203,008 of which are currently being held in escrow) of common

stock in Microfield Group, Inc. ("Microfield Stock"), and (b) a warrant to

purchase 16,667 shares of Microfield common stock ("Microfield Warrant").

Plaintiff further represents and warrants that the Microfield Stock and the

Microfield Warrant constitute all of Plaintiff's interests in Microfield Group,

Inc. Except for the 203,008 shares held in escrow, Plaintiff represents and

warrants that at Closing that he will be the sole owner of all such shares

(subject to any stock splits that may have occurred on or before Closing) and

that he is now, and then will be, free to transfer said Microfield Stock to the

JMW







1 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

Defendants and that there is not now, and then will not be, any liens, security

interests or other encumbrances on said Microfield Stock.

         3.       PURPOSE. The purpose of this Agreement is to provide for the

sale of all of Plaintiff's Microfield Stock to the JMW Defendants and dismiss

and release each party from any and all claims which Plaintiff and Defendants

may have against each other as of May 10, 2005. Many of these claims are

currently the subject of litigation pending in the Multnomah County Circuit

Court, Underwood v. Jesenik et al, Multnomah County Circuit Court Case No.

0403-02370.

         4.       PURCHASE OF STOCK BY JMW DEFENDANTS. The JMW Defendants

jointly and severally agree to purchase Plaintiff's Microfield Stock at Closing

for the aggregate purchase price of $362,500.00. The purchase price shall be

allocated as follows: $50,000 to the purchase of Plaintiff's preferred shares

and the balance to the purchase of Plaintiff's common shares.

         5.       TRANSFER OF STOCK; CANCELLATION OF WARRANT. Plaintiff agrees

to sell all of his Microfield Stock to the JMW Defendants and shall deliver all

such shares, endorsed in blank, to the JMW Defendants at Closing (according to

the share allocation instructions of the JMW Defendants), subject to the

representations and warranties set out in Section 2 hereto. If any of such

shares are still then in escrow, Plaintiff shall execute such documents provided

by the JMW Defendants as are necessary to transfer such shares to the JMW

Defendants. In addition, Plaintiff agrees to terminate and cancel the Microfield

Warrant as of Closing. Plaintiff agrees not to exercise the Microfield Warrant

prior to Closing.

         6.       RELEASE BY PLAINTIFF. Subject to the condition that all

Defendants have signed this Agreement by Closing and that the JMW Defendants pay

the $362,500 provided for in Section 4 herein as a condition precedent,

Plaintiff hereby releases and acquits the Defendants,



2 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

and each of them, and their respective officers, directors, shareholders,

agents, employees, successors, assigns, and attorneys from any and all claims,

demands, damages, costs, attorney fees, liability, claims for contribution,

claims for indemnity, and claims of any other kind or nature, whether known or

unknown, existing on this date, including by way of illustration only, any

claims for common law or securities fraud in connection with this Agreement,

fraud in the inducement of this Agreement, and the claims asserted in, or which

could have been asserted in, the lawsuit captioned Underwood v. Jesenik et al,

Multnomah County Circuit Court Case No. 0403-02370 in which the undersigned are

parties. This release does not include the joint and several obligation of the

JMW Defendants to pay Plaintiff the $362,500 required by this Agreement, but

otherwise, in construing this release, the parties agree that the release shall

have the broadest meaning possible and shall be construed to release all claims.

         7.       RELEASE BY DEFENDANTS. Subject to the condition that Plaintiff

has signed this Agreement by Closing and delivered his Microfield Stock at

Closing to the JMW Defendants as described in Section 5 hereto as a condition

precedent, the Defendants, and each of them, hereby release and acquit the

Plaintiff and his wife, children, agents, employees, successors, assigns, and

attorneys from any and all claims, demands, damages, costs, attorney fees,

liability, claims for contribution, claims for indemnity, and claims of any

other kind or nature, whether known or unknown, existing on this date, including

by way of illustration only, any claims for common law or securities fraud in

connection with this Agreement, fraud in the inducement of this Agreement, and

the claims asserted in, or which could have been asserted in, the lawsuit

captioned Underwood v. Jesenik et al, Multnomah County Circuit Court Case No.

0403-02370 in which the undersigned are parties. This release does not include

the representation of Plaintiff as to the ownership of the Microfield Stock and

the Microfield Warrant set out in Section 2 herein



3 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

nor Plaintiff's obligation to transfer all of the Microfield Stock and cancel

the Microfield Warrant, but otherwise, in construing this release, the parties

agree that the release shall have the broadest meaning possible and shall be

construed to release all claims.

         8.       DISMISSAL OF LITIGATION. The parties to this Agreement shall

suspend further proceedings in the case of Underwood v. Jesenik et al, Multnomah

County Circuit Court Case No. 0403-02370 until August 1, 2005 and until the

parties have delivered the funds and stock described herein. If such delivery

occurs, then on August 2, 2005, the parties agree to dismiss with prejudice the

parties' claims against each other in Underwood v. Jesenik et al, Multnomah

County Circuit Court Case No. 0403-02370. The parties will request that the

order of dismissal make no reference to the fact of this settlement and simply

state that the action is dismissed without costs or fees to any party.

         9.       CLOSING. Closing shall occur within 5 business days after

notice from the JMW Defendants to Plaintiff, but no later than August 1, 2005 at

1:00 pm, at the offices of Hoffman, Hart & Wagner LLP.

                  9.1      At Closing, the following shall be delivered to
Plaintiff:

                           (a)      One or more insurance company, attorney

trust account and/or cashier checks in the aggregate sum of $362,500.00, made

payable to Kurt A. Underwood.

                           (b)      An executed assignment of the mark

"Broadband in Motion" to Plaintiff.

                           (c)      An executed stipulated order of the

dismissal of the case and claims set forth in Section 8 herein.










4 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

                  9.2      At Closing, the following shall be delivered to the

JMW Defendants:

                           (a)      All of Plaintiff's Microfield Stock,

executed in blank, as described in Sections 2 and 5 herein, except, to the

extent that any such shares continue to be held in escrow, Plaintiff shall

deliver an executed copy of such document prepared by the JMW Defendants

necessary to transfer such shares to the JMW Defendants.

                           (b)      An executed cancellation document, in form

satisfactory to Microfield Group, Inc., which cancels and terminates the

Microfield Warrant.

                           (c)      An executed stipulated order of the

dismissal of the case and claims set forth in Section 8 herein.

         10.      DUPLICATE ORIGINALS, FACSIMILE AND SIGNATURES. There shall be

three duplicate originals of this Agreement. The parties may submit counterpart

signature pages, incorporating such signature pages to form three, complete,

duplicate original documents. Facsimile transmission of any signed original

document, and the retransmission of any signed facsimile transmission, shall be

the same as delivery of the original signed document. At the request of any

party, a party shall confirm documents with a facsimile transmitted signature by

signing an original document.

         11.      INTERPRETATION AND ARBITRATION OF DISPUTES. In the event of

any dispute regarding any term or aspect of this Agreement, interpretation and

resolution of the dispute shall be determined in binding arbitration by an

arbitrator appointed by the Presiding Judge of Multnomah County Oregon Circuit

Court. Any arbitration shall be conducted pursuant to the Oregon Uniform Trial

Court Rules, with the exception that all witnesses must appear in person and the

arbitration shall be binding without right of appeal. The arbitration cost of

any dispute shall be paid by the non-prevailing party to the arbitration as

determined by the arbitrator.

5 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

         12.      CONSTRUCTION OF THE AGREEMENT. This Agreement is, by

agreement, drafted by all of the parties and the subject of bona fide

negotiations. No party shall be entitled to receive the benefits of any rule or

doctrine construing ambiguities against the drafter because this Agreement has

been drafted by each party. It is the specific intent of the parties to give the

releases set forth in this Agreement the broadest possible construction, and any

ambiguity shall be resolved in favor of a broad construction rather than a

narrow construction.

         13.      CONFIDENTIALITY.

                  A.       The parties recognize the need to keep the terms of

this Agreement confidential and that serious, irrevocable harm could result if

the terms of this Agreement became known or were disclosed. Therefore, the

parties agree that, without the prior written consent of all the other parties

to this Agreement, no party shall disclose the terms of this Agreement to any

other person, except as specifically provided for in this Agreement. In the

event of such disclosure, or a threat of such disclosure, the parties agree that

the sole remedy shall be in a court of equity to obtain a decree of specific

performance or an injunction or temporary restraining order.

                  B.       This confidentiality clause shall not prohibit the

parties from making disclosure as to the terms of this Agreement to their

attorneys, accountants, or employees if disclosure to those persons is

reasonably necessary for those persons to fulfill their duties to the parties.

In the event of such authorized disclosure, the parties shall inform such third

persons of the requirement of this confidentiality clause and shall take all

reasonable steps to insure that such third persons keep the terms of this

Agreement confidential. This confidentiality clause shall not prohibit the

parties from making any necessary disclosure to any government authority to

which the parties are required to report, including by way of illustration only,

the U. S.

6 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

Securities & Exchange Commission. In the event that any party receives a

subpoena or other instrument which purport to compel such party to reveal to a

third party information covered by this confidentiality agreement, such party

shall so notify the other parties in writing of such fact within a reasonable

time before delivery of the information to such third party. This provision is

intended to give the affected parties the opportunity to seek a prior

determination by a court of the need to deliver such information to the third

party.

         14.      CONTRACTUAL ACKNOWLEDGMENT. The parties declare and represent

they fully understand the terms of the settlement and voluntarily agree to the

aforesaid payment and settlement for the purpose of making a full compromise,

adjustment, and settlement of claims as more fully set forth herein.

         It is further understood and agreed this settlement is in compromise of

doubtful and disputed claims and neither the stock purchase, the payment nor the

release is to be construed as an admission of liability on the part of any party

above-named by whom liability is expressly denied. This document contains the

entire agreement between the parties, and the terms of this Agreement are

contractual and not a mere recital.

         The undersigned further states he or it has carefully read the

foregoing release and know the contents thereof, and he or it has signed the

same as his or its own free act.

         If the undersigned is a corporation, it represents that it has full

power and authority to enter into

this Agreement.

         15.      MISCELLANEOUS PROVISIONS.

                  15.1     Each party to Sections 4 and 5 hereof agrees to treat

this transaction as a sale and purchase of the Microfield Stock for federal and

state income tax purposes.



7 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

                  15.2     All parties to this Agreement shall execute any

documentation reasonably necessary to effectuate the terms of this Agreement

within seven days of request by any party.

                  15.3     No amendment, change or modification of this

Agreement shall be valid, unless in writing and signed by all parties hereto.

                  15.4     This Agreement constitutes the entire agreement

between and among the parties, integrates all of the terms and conditions

mentioned herein or incidental hereto, and supersedes all negotiations or

previous agreements between the parties with respect to all or any part of the

subject matter hereof.

                  15.5     Each party to this Agreement has been advised of the

necessity of retaining counsel and has had opportunity to obtain counsel before

entering into this Agreement.

APPROVED AS TO FORM:

/s/ ROBERT J. MCGAUGHEY                     5-10-05
- ------------------------------------        ------------------------------------
Robert J. McGaughey                         Date
Attorney for Plaintiff


/s/ KEVIN ALEXANDER                         5-10-05
- ------------------------------------        ------------------------------------
Kevin Alexander                             Date
Attorney for Plaintiff


/s/ MARK H. WAGNER                          5-11-05
- ------------------------------------        ------------------------------------
Mark H. Wagner                              Date
Attorney for defendants Robert J. Jesenik, JMW Capital Partners, Inc.,
Destination Capital, LLC, Christenson Electric, Inc., Andrew S. Craig, Thomas A.
Sidley, Brian A. Oliver, Brian N. Christopher and Christenson Group LLC.


/s/ GARY I. GRENLEY                         5-10-05
- ------------------------------------        ------------------------------------
Gary I. Grenley                             Date
Attorney for defendants Microfield Group, Inc., Steven M. Wright, Michael
Stansell and Christenson Velagio, Inc.





8 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

SIGNATURES:


/s/ KURT A. UNDERWOOD                       5-10-05
- ------------------------------------        ------------------------------------
Kurt A. Underwood                           Date


JMW CAPITAL PARTNERS, INC.
an Oregon corporation now known as Aequitas
Capital Management, Inc.


By:  /s/ ROBERT J. JESENIK                  5-10-05
   ---------------------------------        ------------------------------------
     Robert J. Jesenik, CEO                 Date


CHRISTENSON GROUP LLC
an Oregon limited liability company
By: Aequitas Capital Management, Inc., its Manager


By: /s/ ROBERT J. JESENIK                   5-10-05
   ---------------------------------        ------------------------------------
     Robert J. Jesenik, CEO                 Date


MICROFIELD GROUP, INC.
an Oregon corporation


By:                                         5-10-05
   ---------------------------------        ------------------------------------
Title:                                      Date
      ------------------------------


CHRISTENSON ELECTRIC, INC.
an Oregon corporation


By: /s/ ROBERT J. JESENIK                   5-10-05
   ---------------------------------        ------------------------------------
     Robert J. Jesenik, CEO                 Date













9 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

DESTINATION CAPITAL, LLC
an Oregon limited liability company
By: Aequitas Capital Management, Inc., its Manager


By: /s/ ROBERT J. JESENIK                   5-10-05
   ---------------------------------        ------------------------------------
     Robert J. Jesenik, CEO                 Date


CHRISTENSON VELAGIO, INC.
an Oregon corporation


By: /s/ A. MARK WALTER                      5-10-05
   ---------------------------------        ------------------------------------
Title: President
      ------------------------------        ------------------------------------
                                            Date


/s/ ROBERT J. JESENIK                       5-10-05
- ------------------------------------        ------------------------------------
Robert J. Jesenik                           Date


/s/ STEVEN M. WRIGHT                        5-10-05
- ------------------------------------        ------------------------------------
Steven M. Wright                            Date


/s/ ANDREW S. CRAIG                         5-10-05
- ------------------------------------        ------------------------------------
Andrew S. Craig                             Date


/s/ THOMAS A. SIDLEY                        5-10-05
- ------------------------------------        ------------------------------------
Thomas A. Sidley                            Date


/s/ R. PATRICK HANLIN                       5-18-05
- ------------------------------------        ------------------------------------
R. Patrick Hanlin                           Date


/s/ MICHAEL STANSEL                         5-10-05
- ------------------------------------        ------------------------------------
Michael Stansel                             Date


/s/ BRIAN A. OLIVER                         5-10-05
- ------------------------------------        ------------------------------------
Brian A. Oliver                             Date




10 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

/s/ BRIAN N. CHRISTOPHER                    5-11-05
- ------------------------------------        ------------------------------------
Brian N. Christopher                        Date























































11 - STOCK SALE AND SETTLEMENT AGREEMENT
PDX/112816/141153/DLH/1386462.1

EX-99.50

August 2, 2005

Mr. Robert Jesenik
Agent
Energy Fund II, LLC.
c/o Aequitas Capital Management
The Fox Tower
805 SW Broadway, Suite 560
Portland, OR  97205-3345

Dear Mr. Jesenik,

This Letter Agreement sets forth the terms to which we have agreed concerning
the advance of $450,000 (Four hundred fifty thousand dollars) by Energy Fund II,
LLC to be made to EnergyConnect, Inc. (ECI) on August 2, 2005.

Following receipt into its bank account via wire transfer, ECI will issue 44
shares of common stock (approximately 27% of the outstanding common stock value)
of ECI to Energy Fund II, LLC.

In the event that the proposed merger between Microfield Group and ECI is not
completed, Energy Fund II, LLC may designate a representative to participate as
a non-voting member of ECI Board of Directors. This provision will remain in
effect until such time that Energy Fund II, LLC holds less than 15% of ECI
common stock. In addition, ECI agrees to engage Aequitas Capital Management as a
financial advisor on mutually agreeable terms.

Executed as of the date of this letter on behalf of ECI:


/s/ RODNEY M. BOUCHER
- -----------------------------
Rodney M. Boucher
CEO

Executed on     August 4     , 2005 on behalf of Energy Fund II, LLC:
            -----------------


/s/ ROBERT JESENIK
- -----------------------------
Robert Jesenik
Agent
















PDX/112816/141153/DLH/1385586.1

EX-99.51

                             MICROFIELD GROUP, INC.
                             SUBSCRIPTION AGREEMENT

                  Energy Fund III, LLC (the "Subscriber") acknowledges receipt
of an informational binder titled "Microfield Group, Inc. Investment Memorandum"
(the "Information Memorandum") concerning the offering by MICROFIELD GROUP,
INC., an Oregon corporation (the "Company"), of shares of Common Stock (each, a
"Share" and collectively, "Shares") in the Company. Subscriber hereby offers to
purchase 878,571 Shares at a purchase price of $0.70 per Share upon the terms
and conditions set forth in this Subscription Agreement.

         1.       REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber
represents, warrants and acknowledges to the Company as follows:

                  1.1      Subscriber has had an opportunity to fully review (a)
the Information Memorandum dated June, 2005, and all exhibits and documents
referenced therein; (b) any and all public filings of the Company; and (c) the
Eighth Restated Articles of Incorporation which outline the rights associated
with the Common Shares.

                  1.2      Subscriber has had an opportunity to ask questions of
and receive answers from authorized representatives of Microfield concerning the
Company and the offering and to examine all documents and information which
Subscriber has requested.

                  1.3      Subscriber understands that no person has been
authorized to give any information or to make any representations which were not
contained in the Information Memorandum or furnished by duly authorized
representatives of the Company and that Subscriber has not relied on any other
representations or information. In making its decision to purchase Shares,
Subscriber has relied solely on the information contained in the Information
Memorandum and as supplied by duly authorized representatives of the Company.
Subscriber understands that this investment involves substantial financial and
other risks.

                  1.4      The Shares have not been registered under the
Securities Act of 1933, as amended (the "Act") or applicable state securities
laws, and must be held indefinitely unless subsequently registered under the Act
and applicable state securities laws, or unless exemptions from such
registration are available. The Company is the only entity which may register
the Shares, and though it is currently contemplating doing so, this is no
guaranty of registration. The Company has not made any representations,
warranties or covenants regarding the registration of the Shares, or compliance
with one or more exemptions under the Act or state securities laws other than as
may have been agreed to in writing between the Company and Subscriber.
Subscriber is aware that Subscriber cannot assign or transfer any interest in
the Shares except in compliance with applicable securities laws and the terms of
the Operating Agreement.

                  1.5      Subscriber understands that an investment in the
Company is extremely risky and Subscriber has read and understands the risk
factors outlined in the Information Memorandum.

                  1.6      Subscriber has sufficient knowledge and experience in
financial, and business matters to make an informed investment decision based
upon the information set forth


1 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398054.1

in the Information Memorandum and any additional information Subscriber may have
requested and received from the Company.

                  1.7      Subscriber can bear the economic risk of loss of
Subscriber's entire investment. Subscriber intends to purchase the Shares for
Subscriber's own account and not, in whole or in part, for the account of any
other person. Subscriber is purchasing the Shares for long-term investment and
not with a view to resale or distribution.

                  1.8      The Company is relying upon the representations made
by Subscriber in this Subscription Agreement.

                  1.9      No assurances have been made that any particular tax
treatment will be afforded with respect to the purchase of the Shares, or that
existing tax laws and regulations will not be modified in the future, any of
which circumstances could result in denial to Subscriber of all or a portion of
the tax benefits which may be currently available under existing tax laws and
regulations.

                  1.10     Subscriber has had an opportunity to engage a
representative to assist Subscriber in evaluating the offering. If engaged, the
representative has had an opportunity to fully review the Information
Memorandum, request additional information, and ask questions and receive
answers concerning the offering.

         2.       STATUS AS ACCREDITED SUBSCRIBER. Subscriber is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933 by
reason of one of the following (please check all applicable items):

                  ___      Subscriber is an individual who has a personal net
worth in excess of $1 million (this may include assets of Subscriber's spouse).

                  ___      Subscriber is an individual who had an income in
excess of $200,000.00 per year for the prior two years (or $300,000.00 if income
of Subscriber's spouse is included) and reasonably expects income of a similar
amount for the current year.

                  ___      Subscriber is a corporation or a partnership, not
formed for the specific purpose of investing in the Company, with total assets
in excess of $5,000,000.00.

                  _X_      Subscriber is a corporation, a partnership, or other
entity (other than a trust) in which all of the equity owners are accredited
investors (within one or more of the preceding categories).

                  ___      Subscriber is a trust, not formed for the specific
purpose of investing in the Company, with total assets in excess of
$5,000,000.00 and whose investment in the Company is directed by a sophisticated
person (within the meaning of Section 230.506(b)(2)(ii) of Regulation D as
promulgated by the United States Securities and Exchange Commission pursuant to
powers granted by the Securities Act).







2 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398054.1

         3.       PAYMENT. Subscriber will pay the purchase price for 878,571
Shares ($615,000) by cashier's check or by wire transfer (to an account
designated by Company) within 24 hours after execution of this Subscription
Agreement.

         4.       INDEMNIFICATION. Subscriber understands the meaning and legal
consequences of the representations, warranties and acknowledgements set forth
in this Agreement and that the Company has relied and will rely upon such
representations, warranties and acknowledgements. Subscriber will indemnify and
hold harmless the Company and each of its managers and members, and their
respective officers, directors, controlling persons, agents and employees, from
and against any and all loss, claim, damage, liability or expense, and any
action in respect thereof to which any such person may become subject, due to or
arising out of a breach of any such representation, warranty or acknowledgements
of Subscriber, together with all reasonable costs and expenses (including
attorneys' fees) incurred by any such person in connection with any action,
suit, proceeding, demand, assessment or judgment incident to any of the matters
so indemnified against. Notwithstanding the foregoing, no representation or
agreement made by Subscriber will in any manner be deemed to constitute a waiver
if such representation, warranty, acknowledgment or agreement would be void or
unenforceable under federal or state securities laws.

         5.       SURVIVAL OF REPRESENTATIONS. The representations, warranties
and acknowledgements of Subscriber in this Agreement, including the
indemnifications set forth in Section 4, will survive the closing of the
purchase of the Shares.

         6.       MISCELLANEOUS.

                  6.1      This Subscription Agreement will become binding upon
Subscriber and the Company when accepted by an authorized representative of the
Company.

                  6.2      Subscriber agrees not to transfer or assign this
Agreement, and acknowledges that the transfer or assignment of the Shares is
severally restricted under securities laws and the Company's Operating
Agreement.

                  6.3      Subscriber cannot cancel, terminate or revoke this
Agreement. This Agreement will survive the death or legal disability of the
Subscriber and will be binding upon the Subscriber's heirs, executors,
administrators, successors and assigns.

                  6.4      This Agreement constitutes the entire agreement
between the parties hereto with respect to the Share and the offering and may be
amended only by a writing executed by Subscriber and Company.

                  6.5      This Agreement will be interpreted in accordance with
the laws of the State of Oregon. Venue for any litigation between Subscriber and
the Company will be in the courts in Multnomah County, Oregon.

                  (Remainder of Page Intentionally Left Blank)






3 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398054.1

                             MICROFIELD GROUP, INC.
                                 SIGNATURE PAGE
                                (FOR INDIVIDUALS)

         The Subscriber desiring to become a shareholder of Microfield Group,
Inc. (the "COMPANY"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.

NUMBER OF SHARES SUBSCRIBED:  _______________________

TOTAL PURCHASE PRICE:  $_____________ (at $0.70 per Share)

DATE:  ____________________, 2005

IF PURCHASER IS AN INDIVIDUAL, SIGN BELOW:

_________________________    _______________________    ________________________
Signature                    Print Name                 Social Security Number

IF TWO INDIVIDUALS ARE PURCHASING JOINTLY, SIGN BELOW:

_________________________    _______________________    ________________________
Signature                    Print Name                 Social Security Number

_________________________    _______________________    ________________________
Signature                    Print Name                 Social Security Number



ACCEPTED ON THIS ____ DAY OF __________________, 2005:

MICROFIELD GROUP, INC., an Oregon corporation

By: /s/ A. MARK WALTER
   ---------------------------------------------
   A. Mark Walter, President





















4 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398054.1

                             MICROFIELD GROUP, INC.
                                 SIGNATURE PAGE
                                 (FOR ENTITIES)

         The Subscriber, desiring to become a shareholder of Microfield Group,
Inc. (the "Company"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.

NUMBER OF SHARES SUBSCRIBED:  878,571

TOTAL PURCHASE PRICE:  $615,000 (at $0.70 per Share)

DATE:  October 6, 2005

IF PURCHASER IS AN ENTITY, AN AUTHORIZED INDIVIDUAL SIGNS BELOW:

Energy Fund III, LLC   Limited liability company          13-4307104
- ---------------------- -------------------------------    ----------------------
Print Name of Entity   Type of Entity                     Tax Identification No.

                       Aequitas Capital Management, Inc., Manager
- ---------------------- ---------------------------------------------------------
Signature              Print Name                         Title or Capacity

/s/ ROBERT JESENIK     Robert Jesenik                     CEO
- ---------------------- -------------------------------    ----------------------
Signature              Print Name                         Title or Capacity


- ---------------------- -------------------------------    ----------------------
Signature              Print Name                         Title or Capacity



ACCEPTED ON THIS 13 DAY OF OCTOBER, 2005:

MICROFIELD GROUP, INC., an Oregon corporation



By: /s/ A. MARK WALTER
   ------------------------------------------
   A. Mark Walter, President














5 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398054.1

                        SHAREHOLDER INFORMATION PAGE FOR
                             MICROFIELD GROUP, INC.

Name of Shareholder:          Energy Fund III, LLC

If jointly with another person
indicate Joint Name:
                              ----------------------------

Number of Shares:             878,571

Purchase Price                $615,000

Address:                      805 SW Broadway, Suite 560
                              ----------------------------   -------------------
                              Portland, OR 97205
                              ----------------------------   -------------------
                              (Mailing)                      (Residence)

Telephone No.:                (503) 419-3500
                              ----------------------------

Facsimile No.:                (503) 419-3530
                              ----------------------------

Email Address:                bjesenik@jmwcapital.com
                              ----------------------------

Tax ID No.:                   13-4307104
                              ----------------------------

Name of Trustee:*
                              ----------------------------

Name of Plan Sponsor:*
                              ----------------------------



- -------------------
* If applicable.

















6 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398054.1

EX-99.52

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-57                                        WARRANT TO PURCHASE 439,286
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Energy Fund III, LLC (the "Holder") the right, subject to
the terms of this Warrant, to purchase at any time during the period commencing
on the "Initial Exercise Date" (as defined below), and ending on the "Expiration
Date" (as defined below), 439,286 fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise Price" (as defined below). This Warrant
may be exercised in whole and not in part. The number of shares that may be
purchased are subject to adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 439,286 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.90 per share (adjusted as necessary in
accordance with Section 7).

         "COMMON STOCK" means the Common Stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on September 16,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means September 16, 2005.

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.


1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole and not in part, by (i) surrendering this Warrant to the
Secretary of the Company, (ii) payment of any applicable consideration, and
(iii) executing and delivering to the Secretary of the Company the attached
Exercise Form, which must select one of the following exercise methods, to be at
the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        ------
                                            A

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y        = the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.










2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

         A        = the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B        = the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act among the Company and
certain investors in the Company's securities, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.












3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

         3.2      LISTING OF WARRANT SHARES. The Company shall take all steps
necessary to cause the Warrant Shares issuable upon exercise of this Warrant to
be approved for listing on all securities exchanges or markets and all trading
or quotation facilities on which the Common Stock is listed as soon as possible
after the Initial Exercise Date and shall use commercially reasonable efforts to
maintain such listings until the earlier of the Expiration Date or the date this
Warrant is exercised in full.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:




4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share shall be proportionately increased. The increases and reductions
provided for in this Section 7.1(a) shall be made with the intent and, as nearly
as practicable, the effect that neither the percentage of the total equity of
the Company obtainable on exercise of this Warrant nor the aggregate price
payable for such percentage shall be affected by any event described in this
Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.





5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

                  (d)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(c) are not strictly applicable but are
covered by the essential intent and principles of such sections, then, in each
such case, the Company will appoint the firm of independent certified public
accountants of recognized national standing with the largest U.S. revenues for
the prior year (but not the Company's regular auditors), which shall give their
opinion upon the adjustment, if any, on a basis consistent with the essential
intent and principles established in this Section 7.1, necessary to preserve the
rights represented by this Warrant. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to the holder of this Warrant and shall make
the adjustments described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement, transfer may only be
made with the prior written consent of the Company, which shall not be
unreasonably withheld, and the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
securities under the Securities Act; provided, however, that notwithstanding the
foregoing, no consent of the Company shall be required for the assignment or
transfer of rights hereunder by a Holder to such assignor's or transferor's
partners, shareholders or members or retired partners or former shareholders or
members, if any, or for any other assignment or transfer to the spouse,
ancestors, lineal descendants or siblings of such assignor or transferor,
provided the transferee(s) certify to the Company that each is an "accredited
investor" within the meaning of Rule 501(a) under the Securities Act and that it
is acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so


6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

transferred shall be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued to
the transferring Holder. The acceptance of a New Warrant by the transferee shall
be deemed the acceptance of such transferee of all of the rights and obligations
of a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, (c) one
day after deposit with a nationally recognized air courier service such as DHL
or Federal Express, or (d) on the date of facsimile transmission, with confirmed
transmission.

                  If to the Company:
                  -----------------

                  Microfield Group, Inc.
                  1631 NW Thurman
                  Suite 200
                  Portland, OR  97209
                  Attn:  A. Mark Walter, President
                  Fax:  (503) 419-3333

                  With a copy to:
                  --------------

                  Dunn Carney Allen Higgins & Tongue LLP
                  851 SW Sixth Avenue
                  Suite 1500
                  Portland, OR  97204
                  Attn:  Jon A. Bennett
                  Fax:  (503) 224-7324

                  If to the Holder:
                  ----------------

                  Energy Fund III, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Fax:  (503) 419-3530










7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

                  With a copy to:
                  --------------

                  Name
                  --------------------------------
                  --------------------------------
                  --------------------------------
                  Fax:
                      ----------------------------

or such other address as such party may designate by 10 days' advance written
notice to the other party.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any securities or to receive any other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable

8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

upon the exercise of this Warrant) shall be entitled to exchange their shares of
Common Stock (or such other stock or securities) for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be
delivered at least thirty (30) days before the consummation of the applicable
event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holder of this Warrant or
otherwise conflicts with the provisions hereof. The rights granted to the Holder
hereunder do not in any way conflict with the rights granted to holders of the
Company's securities under any other agreements, except rights that have been
waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         Dated as of:  October 13, 2005.

                                            MICROFIELD GROUP, INC.



                                            By:   /s/ A. MARK WALTER
                                                  ------------------------------
                                                  A. Mark Walter, President

























9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398228.1

                                  EXERCISE FORM
                                  -------------

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [ ]      Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [ ]      Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [ ]      Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:
              ---------------------------------------------------------
         Address:
                 ------------------------------------------------------
         Deliver to:
                    ---------------------------------------------------
         Address:
                 ------------------------------------------------------

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.

2 - EXERCISE FORM
PDX/112816/141153/DLH/1398228.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4. The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
                  determination as to the fairness of the investment or any
                  recommendation or endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
                  legend substantially similar to the legend set forth in
                  Section 2.5 of the Warrant regarding resale restrictions.

5. The undersigned is a resident of the state of ________________________.

         Dated:   ______________________.

                                    [HOLDER]



                       By:
                          -----------------------------------------------------
                       Name:
                            ---------------------------------------------------
                       Title:
                             --------------------------------------------------

                       Note:  Signature must correspond with the name as written
                       upon the face of the Warrant in every particular, without
                       alteration or enlargement or any change whatsoever.






2 - EXERCISE FORM
PDX/112816/141153/DLH/1398228.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- ---------------------- ---------------------------- ----------------------------
   NAME OF ASSIGNEE              ADDRESS                  NUMBER OF SHARES
- ---------------------- ---------------------------- ----------------------------

- ---------------------- ---------------------------- ----------------------------

- ---------------------- ---------------------------- ----------------------------

- ---------------------- ---------------------------- ----------------------------

- ---------------------- ---------------------------- ----------------------------
         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated:
               --------------------------------------

         Name of holder of Warrant:
                                   ---------------------------------------------
                                                 (please print)
         Address:
                 ---------------------------------------------------------------
         Signature:
                   -------------------------------------------------------------























PDX/112816/141153/DLH/1398228.1

EX-99.53

                          REGISTRATION RIGHTS AGREEMENT

         Registration Rights Agreement dated as of October 6, 2005 (this
"Agreement") by and between Microfield Group, Inc., an Oregon corporation, with
principal executive offices located at 1631 NW Thurman Street, Suite 200,
Portland, Oregon 97209 (the "Company"), and Energy Fund III, LLC (the "Holder").

         WHEREAS, the Company has agreed to issue and sell to the Holder 878,571
shares of Common Stock (the "Common Stock") of the Company and issue a Warrant
to purchase 439,286 shares (the "Warrants") of the Company's common stock (the
"Warrant Shares"); and

         WHEREAS, to induce the Holder to purchase the Common Stock, the Company
has agreed to provide with respect to the Common Stock and the Warrant Shares
certain registration rights under the Securities Act;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1.       Definitions. As used in this Agreement, the following terms
shall have the meanings:

                  1.1      "Affiliate" of any specified Person means any other
Person who directly, or indirectly through one or more intermediaries, is in
control of, is controlled by, or is under common control with, such specified
Person. For purposes of this definition, control of a Person means the power,
directly or indirectly, to direct or cause the direction of the management and
policies of such Person whether by contract, securities ownership or otherwise;
and the terms "controlling" and "controlled" have the respective meanings
correlative to the foregoing.

                  1.2      "Closing Date" means the date of this Agreement.

                  1.3      "Commission" means the Securities and Exchange
Commission.

                  1.4      "Exchange Act" means the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder, or
any similar successor statute.

                  1.5      "Investor" means each of the Holder and any
transferee or assignee of Registrable Securities which agrees to become bound by
all of the terms and provisions of this Agreement in accordance with Section 9
hereof.

                  1.6      "Investment Amount" means the actual consideration
received by the Company in exchange for Holder's purchase of the Common Stock.

                  1.7      "Person" means any individual, partnership,
corporation, limited liability company, joint stock company, association, trust,
unincorporated organization, or a government or agency or political subdivision
thereof.

  /s/ AW                                                                /s/ RJ
- ----------                                                            ----------
 Initials                                                              Initials

1 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

                  1.8      "Prospectus" means the prospectus (including, without
limitation, any preliminary prospectus and any final prospectus filed pursuant
to Rule 424(b) under the Securities Act, including any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance on Rule 430A under the Securities Act)
included in the Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Registration Statement and by all
other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.

                  1.9      "Public Offering" means an offer registered with the
Commission and the appropriate state securities commissions by the Company of
its Common Stock and made pursuant to the Securities Act.

                  1.10     "Registrable Securities" means the Common Stock and
the Common Stock issued or issuable upon exercise of the Warrants or in
connection with any distribution, recapitalization, stock-split, stock
adjustment or reorganization of the Company; provided, however, a share of
Common Stock shall cease to be a Registrable Security for purposes of this
Agreement when it no longer is a Restricted Security.

                  1.11     "Registration Statement" means a registration
statement of the Company filed on an appropriate form under the Securities Act
providing for the registration of, and the sale on a continuous or delayed basis
by the holders of, all of the Registrable Securities pursuant to Rule 415 under
the Securities Act, including the Prospectus contained therein and forming a
part thereof, any amendments to such registration statement and supplements to
such Prospectus, and all exhibits to and other material incorporated by
reference in such registration statement and Prospectus.

                  1.12     "Restricted Security" means the Common Stock and the
Warrant Shares except any such share that (i) has been registered pursuant to an
effective registration statement under the Securities Act and sold in a manner
contemplated by the prospectus included in such registration statement, (ii) has
been transferred in compliance with the resale provisions of Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable pursuant
to paragraph (k) of Rule 144 under the Securities Act (or any successor
provision thereto) or (iii) otherwise has been transferred and a new share of
Common Stock not subject to transfer restrictions under the Securities Act has
been delivered by or on behalf of the Company.

                  1.13     "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, or any
similar successor statute.

         2.       Registration

                  2.1      Filing and Effectiveness of Registration Statement.
The Company shall prepare and file with the Commission as soon as reasonably
practicable a Registration Statement relating to the offer and sale of the
Registrable Securities, but in no event later than 60 days after the date of
this Agreement ("Filing Date"), and shall use its best reasonable efforts to
cause the

  /s/ AW                                                                /s/ RJ
- ----------                                                            ----------
 Initials                                                              Initials

2 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

Commission to declare such Registration Statement effective under the Securities
Act as promptly as practicable, but in no event later than the 90 days after the
date of this Agreement ("Effective Date"); provided, however, that if the
Commission provides comments to the Company, the Effective Date shall be
extended an additional 30 days. The Company shall promptly (and, in any event,
no more than 48 hours after it receives comments from the Commission), notify
the Holder when and if it receives any comments from the Commission on the
Registration Statement and promptly forward a copy of such comments, if they are
in writing, to the Holder. At such time after the filing of the Registration
Statement pursuant to this Section 2.1 as the Commission indicates, either
orally or in writing, that it has no further comments with respect to such
Registration Statement or that it is willing to entertain appropriate requests
for acceleration of effectiveness of such Registration Statement, the Company
shall promptly, and in no event later than two (2) business days after receipt
of such indication from the Commission, request that the effectiveness of such
Registration Statement be accelerated within forty-eight (48) hours of the
Commission's receipt of such request. The Company shall notify the Holder by
written notice that such Registration Statement has been declared effective by
the Commission within 24 hours of such declaration by the Commission.

                  2.2      Eligibility for Use of Form S-3 or an SB-2. The
Company agrees that at such time as it meets all the requirements for the use of
a Securities Act Registration Statement on Form S-3 or SB-2, it shall file all
reports and information required to be filed by it with the Commission in a
timely manner and take all such other action so as to maintain such eligibility
for the use of such form.

                  2.3      Piggyback Registration Rights.

                           (a)      If the Company proposes to register any of
its warrants, Common Stock or any other shares of common stock of the Company
under the Securities Act (other than a registration (A) on Form S-8 or S-4 or
any successor or similar forms, (B) relating to Common Stock or any other shares
of common stock of the Company issuable upon exercise of employee share options
or in connection with any employee benefit or similar plan of the Company, or
(C) in connection with a direct or indirect acquisition by the Company of
another Person or any transaction with respect to which Rule 145 (or any
successor provision) under the Securities Act applies), whether or not for sale
for its own account, it will each such time, give prompt written notice at least
20 days prior to the anticipated filing date of the registration statement
relating to such registration to each Investor, which notice shall set forth
such Investor's rights under this Section 2.3 and shall offer such Investor the
opportunity to include in such registration statement such number of Registrable
Securities as such Investor may request. Upon the written request of any
Investor made within 10 days after the receipt of notice from the Company (which
request shall specify the number of Registrable Securities intended to be
disposed of by such Investor), the Company will use its best efforts to effect
the registration under the Securities Act of all Registrable Securities that the
Company has been so requested to register by each Investor, to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered; provided, however, that (A) if such registration involves a Public
Offering, each Investor must sell its Registrable Securities to any underwriters
selected by the Company with the consent of such Investor on the same terms and
conditions as apply to the Company and (B) if, at any time after giving written
notice of its intention to register any Registrable Securities pursuant to this

  /s/ AW                                                                /s/ RJ
- ----------                                                            ----------
 Initials                                                              Initials

3 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

Section 2 and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register such Registrable Securities, the Company shall give written
notice to each Investor and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration. The
Company's obligations under this Section 2.3 shall terminate on the date that
the registration statement to be filed in accordance with Section 2.1 is
declared effective by the Commission.

                           (b)      If a registration pursuant to this Section
2.3 involves a Public Offering and the managing underwriter thereof advises the
Company that, in its view, the number of shares of Common Stock that the Company
and the Investors intend to include in such registration exceeds the largest
number of shares of Common Stock that can be sold without having an adverse
effect on such Public Offering (the "Maximum Offering Size"), the Company will
include in such registration only such number of shares of Common Stock as does
not exceed the Maximum Offering Size, and the number of shares in the Maximum
Offering Size shall be allocated pro rata among the Company, the Investors and
any other holders distributing their securities through such underwriting due to
an existing Registration Rights between such holders and the Company. If as a
result of the proration provisions of this Section 2.3(b), any Investor is not
entitled to include all such Registrable Securities in such registration, such
Investor may elect to withdraw its request to include any Registrable Securities
in such registration. With respect to registrations pursuant to this Section
2.3, the number of securities required to satisfy any underwriters'
over-allotment option shall be allocated among the Company, the Investors and
any Third Party Seller pro rata on the basis of the relative number of
securities offered for sale under such registration by each of the Investors,
the Company and any such Third Party Sellers before the exercise of such
over-allotment option.

         3.       Obligations of the Company. In connection with the
registration of the Registrable Securities, the Company shall:

                  3.1      Promptly (i) prepare and file with the Commission
such amendments (including post-effective amendments) to the Registration
Statement and supplements to the Prospectus as may be necessary to keep the
Registration Statement continuously effective and in compliance with the
provisions of the Securities Act applicable thereto so as to permit the
Prospectus forming part thereof to be current and useable by Investors for
resales of the Registrable Securities for a period of five (5) years from the
date on which the Registration Statement is first declared effective by the
Commission (the "Effective Time") or such shorter period that will terminate
when all the Registrable Securities covered by the Registration Statement have
been sold pursuant thereto in accordance with the plan of distribution provided
in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or
otherwise transferred in a manner that results in the delivery of new securities
not subject to transfer restrictions under the Securities Act (the "Registration
Period") and (ii) take all lawful action such that each of (A) the Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, not misleading
and (B) the Prospectus forming part of the Registration Statement, and any
amendment or supplement thereto, does not at any time during the Registration
Period include an untrue statement of a material fact or omit

  /s/ AW                                                                /s/ RJ
- ----------                                                            ----------
 Initials                                                              Initials

4 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

                  3.2      During the Registration Period, comply with the
provisions of the Securities Act with respect to the Registrable Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the Investors as set forth in the Prospectus forming
part of the Registration Statement;

                  3.3      (i) Prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any Prospectus (including any supplements thereto), provide (A)
draft copies thereof to the Investors and reflect in such documents all such
comments as the Investors (and their counsel) reasonably may propose and (B) to
the Investors a copy of the accountant's consent letter to be included in the
filing and (ii) furnish to each Investor whose Registrable Securities are
included in the Registration Statement and its legal counsel identified to the
Company, (A) promptly after the same is prepared and publicly distributed, filed
with the Commission, or received by the Company, one copy of the Registration
Statement, each Prospectus, and each amendment or supplement thereto and (B)
such number of copies of the Prospectus and all amendments and supplements
thereto and such other documents, as such Investor may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
Investor;

                  3.4      (i) Register or qualify the Registrable Securities
covered by the Registration Statement under such securities or "blue sky" laws
of such jurisdictions as the Investors who hold a majority-in-interest of the
Registrable Securities being offered reasonably request, (ii) prepare and file
in such jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof at all times during the Registration Period,
(iii) take all such other lawful actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration
Period and (iv) take all such other lawful actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (A) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3.4, (B) subject itself to general taxation in any such jurisdiction or
(C) file a general consent to service of process in any such jurisdiction;

                  3.5      As promptly as practicable after becoming aware of
such event, notify each Investor of the occurrence of any event, as a result of
which the Prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
promptly prepare an amendment to the Registration Statement and supplement to
the Prospectus to correct such untrue statement or omission, and deliver a
number of copies of such supplement and amendment to each Investor as such
Investor may reasonably request;

                  3.6      As promptly as practicable after becoming aware of
such event, notify each Investor who holds Registrable Securities being sold
(or, in the event of an underwritten

  /s/ AW                                                                /s/ RJ
- ----------                                                            ----------
 Initials                                                              Initials

5 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

offering, the managing underwriters) of the issuance by the Commission of any
stop order or other suspension of the effectiveness of the Registration
Statement at the earliest possible time and take all lawful action to effect the
withdrawal, rescission or removal of such stop order or other suspension;

                  3.7      Cause all the Registrable Securities covered by the
Registration Statement to be listed on the principal national securities
exchange, and included in an inter-dealer quotation system of a registered
national securities association, on or in which securities of the same class or
series issued by the Company are then listed or included;

                  3.8      Maintain a transfer agent and registrar, which may be
a single entity, for the Registrable Securities not later than the effective
date of the Registration Statement;

                  3.9      Cooperate with the Investors who hold Registrable
Securities being offered to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to the
registration statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as the
Investors reasonably may request and registered in such names as the Investor
may request; and, within three (3) business days after a registration statement
which includes Registrable Securities is declared effective by the Commission,
deliver and cause legal counsel selected by the Company to deliver to the
transfer agent for the Registrable Securities (with copies to the Investors
whose Registrable Securities are included in such registration statement) an
appropriate instruction and, to the extent necessary, an opinion of such
counsel;

                  3.10     Take all such other lawful actions reasonably
necessary to expedite and facilitate the disposition by the Investors of their
Registrable Securities in accordance with the intended methods therefor provided
in the Prospectus which are customary under the circumstances;

                  3.11     Make generally available to its security holders as
soon as practicable, but in any event not later than three (3) months after (i)
the effective date (as defined in Rule 158(c) under the Securities Act) of the
Registration Statement and (ii) the effective date of each post-effective
amendment to the Registration Statement, as the case may be, an earnings
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);

                  3.12     In the event of an underwritten offering, promptly
include or incorporate in a Prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers reasonably agree
should be included therein and to which the Company does not reasonably object
and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective
amendment;

                  3.13     (i) Make reasonably available for inspection by
Investors, any underwriter participating in any disposition pursuant to the
Registration Statement, and any attorney, accountant or other agent retained by
such Investors or any such underwriter all relevant

  /s/ AW                                                                /s/ RJ
- ----------                                                            ----------
 Initials                                                              Initials

6 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and (ii) cause the Company's officers, directors
and employees to supply all information reasonably requested by such Investors
or any such underwriter, attorney, accountant or agent in connection with the
Registration Statement, in each case, as is customary for similar due diligence
examinations; provided, however, that all records, information and documents
that are designated in writing by the Company, in good faith, as confidential,
proprietary or containing any material nonpublic information shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent (pursuant to an appropriate confidentiality agreement in the case of any
such holder or agent), unless such disclosure is made pursuant to judicial
process in a court proceeding (after first giving the Company an opportunity
promptly to seek a protective order or otherwise limit the scope of the
information sought to be disclosed) or is required by law, or such records,
information or documents become available to the public generally or through a
third party not in violation of an accompanying obligation of confidentiality;
and provided, further, that, if the foregoing inspection and information
gathering would otherwise disrupt the Company's conduct of its business, such
inspection and information gathering shall, to the maximum extent possible, be
coordinated on behalf of the Investors and the other parties entitled thereto by
one firm of counsel designated by and on behalf of the majority in interest of
Investors and other parties;

                  3.14     In connection with any underwritten offering, make
such representations and warranties to the Investors participating in such
underwritten offering and to the managers, in form, substance and scope as are
customarily made by the Company to underwriters in secondary underwritten
offerings;

                  3.15     In connection with any underwritten offering, obtain
opinions of counsel to the Company (which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the managers) addressed to
the underwriters, covering such matters as are customarily covered in opinions
requested in secondary underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of the opinion and as of the Effective Time of the Registration Statement or
most recent post-effective amendment thereto, as the case may be, the absence
from the Registration Statement and the Prospectus, including any documents
incorporated by reference therein, of an untrue statement of a material fact or
the omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading, subject to customary
limitations);

                  3.16     In connection with any underwritten offering, obtain
"cold comfort" letters and updates thereof from the independent public
accountants of the Company (and, if necessary, from the independent public
accountants of any subsidiary of the Company or of any business acquired by the
Company, in each case for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to each
underwriter participating in such underwritten offering (if such underwriter has
provided such letter, representations or documentation, if any, required for
such cold comfort letter to be so addressed), in customary form and covering
matters of the type customarily covered in "cold comfort" letters in connection
with secondary underwritten offerings;

  /s/ AW                                                                /s/ RJ
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7 - REGISTRATION RIGHTS AGREEMENT
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                  3.17     In connection with any underwritten offering, deliver
such documents and certificates as may be reasonably required by the managers,
if any, and

                  3.18     In the event that any broker-dealer registered under
the Exchange Act shall be an "Affiliate" (as defined in Rule 2729(b)(1) of the
rules and regulations of the National Association of Securities Dealers, Inc.
(the "NASD Rules") (or any successor provision thereto)) of the Company or has a
"conflict of interest" (as defined in Rule 2720(b)(7) of the NASD Rules (or any
successor provision thereto)) and such broker-dealer shall underwrite,
participate as a member of an underwriting syndicate or selling group or assist
in the distribution of any Registrable Securities covered by the Registration
Statement, whether as a holder of such Registrable Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including, without limitation, by (A)
engaging a "qualified independent underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor provision thereto)) to participate in the
preparation of the Registration Statement relating to such Registrable
Securities, to exercise usual standards of due diligence in respect thereof and
to recommend the public offering price of such Registrable Securities, (B)
indemnifying such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 6 hereof and (C) providing
such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

         4.       Obligations of the Investors. n connection with the
registration of the Registrable Securities, the Investors shall have the
following obligations:

                  4.1      It shall be a condition precedent to the obligations
of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such
Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request;

                  4.2      Each Investor by its acceptance of the Registrable
Securities agrees to cooperate with the Company in connection with the
preparation and filing of the Registration Statement hereunder, unless such
Investor has notified the Company in writing of its election to exclude all of
its Registrable Securities from the Registration Statement; and

                  4.3      Each Investor agrees that, upon receipt of any notice
from the Company of the occurrence of any event of the kind described in Section
3.5 or 3.6, it shall immediately discontinue its disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Investor's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3.5 and, if so directed by the
Company, such Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction)
all copies in such Investor's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

  /s/ AW                                                                /s/ RJ
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8 - REGISTRATION RIGHTS AGREEMENT
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         5.       Expenses of Registration. All expenses, other than
underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Section 3, but including,
without limitation, all registration, listing, and qualifications fees, printing
and engraving fees, accounting fees, and the fees and disbursements of counsel
for the Company shall be borne by the Company.

         6.       Indemnification and Contribution

                  6.1      Indemnification by the Company. The Company shall
indemnify and hold harmless each Investor (each such person being sometimes
hereinafter referred to as an "Indemnified Person") from and against any losses,
claims, damages or liabilities, joint or several, to which such Indemnified
Person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement of a material fact contained in any
Registration Statement or an omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, not misleading, or arise out of or are based upon an untrue statement
of a material fact contained in any Prospectus or an omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company hereby agrees to
reimburse such Indemnified Person for all reasonable legal and other expenses
incurred by them in connection with investigating or defending any such action
or claim as and when such expenses are incurred; provided, however, that the
Company shall not be liable to any such Indemnified Person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon (i) an untrue statement or alleged untrue statement made in, or an
omission or alleged omission from, such Registration Statement or Prospectus in
reliance upon and in conformity with written information furnished to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of the occurrence of an event of the type specified in Section 3.5, the use by
the Indemnified Person of an outdated or defective Prospectus after the Company
has provided to such Indemnified Person an updated Prospectus correcting the
untrue statement or alleged untrue statement or omission or alleged omission
giving rise to such loss, claim, damage or liability.

                  6.2      Notice of Claims, etc. Promptly after receipt by a
party seeking indemnification pursuant to this Section 6 (an "Indemnified
Party") of written notice of any investigation, claim, proceeding or other
action in respect of which indemnification is being sought (each, a "Claim"),
the Indemnified Party promptly shall notify the party against whom
indemnification pursuant to this Section 6 is being sought (the "Indemnifying
Party") of the commencement thereof; but the omission to so notify the
Indemnifying Party shall not relieve it from any liability that it otherwise may
have to the Indemnified Party, except to the extent that the Indemnifying Party
is materially prejudiced and forfeits substantive rights and defenses by reason
of such failure. In connection with any Claim as to which both the Indemnifying
Party and the Indemnified Party are parties, the Indemnifying Party shall be
entitled to assume the defense thereof. Notwithstanding the assumption of the
defense of any Claim by the Indemnifying Party, the Indemnified Party shall have
the right to employ separate legal counsel and to participate in the defense of
such Claim, and the Indemnifying Party shall bear the reasonable fees,
out-of-pocket costs and expenses of such separate legal counsel to the

  /s/ AW                                                                /s/ RJ
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Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed
to pay such fees, costs and expenses, (y) the Indemnified Party and the
Indemnifying Party shall reasonably have concluded that representation of the
Indemnified Party by the Indemnifying Party by the same legal counsel would not
be appropriate due to actual or, as reasonably determined by legal counsel to
the Indemnified Party, potentially differing interests between such parties in
the conduct of the defense of such Claim, or if there may be legal defenses
available to the Indemnified Party that are in addition to or disparate from
those available to the Indemnifying Party or (z) the Indemnifying Party shall
have failed to employ legal counsel reasonably satisfactory to the Indemnified
Party within a reasonable period of time after notice of the commencement of
such Claim. If the Indemnified Party employs separate legal counsel in
circumstances other than as described in clauses (x), (y) or (z) above, the
fees, costs and expenses of such legal counsel shall be borne exclusively by the
Indemnified Party. Except as provided above, the Indemnifying Party shall not,
in connection with any Claim in the same jurisdiction, be liable for the fees
and expenses of more than one firm of counsel for the Indemnified Party
(together with appropriate local counsel). The Indemnified Party shall not,
without the prior written consent of the Indemnifying Party (which consent shall
not unreasonably be withheld), settle or compromise any Claim or consent to the
entry of any judgment that does not include an unconditional release of the
Indemnifying Party from all liabilities with respect to such Claim or judgment.

                  6.3      Contribution. If the indemnification provided for in
this Section 6 is unavailable to or insufficient to hold harmless an Indemnified
Person under Section 6.1 above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such Indemnifying Party or by such Indemnified Party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6.3 were determined by
pro rata allocation (even if the Investors or any underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 6.3.
The amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section 6.3 to contribute shall be several in proportion to the percentage of
Registrable Securities registered or underwritten, as the case may be, by them
and not joint.

  /s/ AW                                                                /s/ RJ
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10 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

                  6.4      Notwithstanding any other provision of this Section
6, in no event shall any (i) Investor be required to undertake liability to any
person under this Section 6 for any amounts in excess of the dollar amount of
the proceeds to be received by such Investor from the sale of such Investor's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such
Registrable Securities are to be registered under the Securities Act and (ii)
underwriter be required to undertake liability to any Person hereunder for any
amounts in excess of the aggregate discount, commission or other compensation
payable to such underwriter with respect to the Registrable Securities
underwritten by it and distributed pursuant to the Registration Statement.

                  6.5      The obligations of the Company under this Section 6
shall be in addition to any liability which the Company may otherwise have to
any Indemnified Person and the obligations of any Indemnified Person under this
Section 6 shall be in addition to any liability which such Indemnified Person
may otherwise have to the Company. The remedies provided in this Section 6 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

         7.       Exclusive Remedy. If: (i) a Registration Statement is not
filed on or prior to the Filing Date; or (ii) a Registration Statement is not
declared effective by the Effective Date or the Extended Effective Date, as
applicable, any such failure or breach being referred to as an "Event," and for
purposes of clauses (i) or (ii) the date on which such Event occurs "Event
Date," then on the one-month anniversary of each such Event Date, and on each
monthly anniversary thereafter, the Company shall pay to each Holder an amount
in cash, as liquidated damages equal to 2% of the aggregate Investment Amount
paid by such Holder, or in the Company's sole discretion issue shares of common
stock of the Company equal to 4% of each Holder's Investment Amount. The parties
agree that the Company will not be liable for liquidated damages under this
Section in respect of the Warrants. For the purposes of this Section 7, the
value of the common stock to be issued shall be the trading price for such
shares on the OTCBB or other exchange on the Event Date. This shall be Holder's
sole and exclusive remedy for Company's failure to fulfill its registration
obligations under Section 2.1. The liquidated damages shall apply on a daily
pro-rata basis for any portion of a month prior to the cure of an Event, except
in the case of the First Event Date.

         8.       Rule 144. With a view to making available to the Investors the
benefits of Rule 144 under the Securities Act or any other similar rule or
regulation of the Commission that may at any time permit the Investors to sell
securities of the Company to the public without registration ("Rule 144"), the
Company agrees to use its best efforts to:

                  8.1      comply with the provisions of paragraph (c) (1) of
Rule 144; and

                  8.2      file with the Commission in a timely manner all
reports and other documents required to be filed by the Company pursuant to
Section 13 or 15(d) under the Exchange Act; and, if at any time it is not
required to file such reports but in the past had been required to or did file
such reports, it will, upon the request of any Investor, make available other
information as required by, and so long as necessary to permit sales of, its
Registrable Securities pursuant to Rule 144.

  /s/ AW                                                                /s/ RJ
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11 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

         9.       Assignment. The rights to have the Company register
Registrable Securities pursuant to this Agreement shall be automatically
assigned by the Investors to any permitted transferee of all or any portion of
such Registrable Securities (or all or any portion of the Debenture or Warrant
of the Company which is convertible into such securities) only if (a) the
Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment, (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such transferee or assignee and (ii) the securities with
respect to which such registration rights are being transferred or assigned, (c)
immediately following such transfer or assignment, the securities so transferred
or assigned to the transferee or assignee constitute Restricted Securities and
(d) at or before the time the Company received the written notice contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein.

         10.      Amendment and Waiver. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and Investors who hold a majority-in-interest of
the Registrable Securities. Any amendment or waiver effected in accordance with
this Section 10 shall be binding upon each Investor and the Company.

         11.      Changes in Common Stock. If, and as often as, there are any
changes in the Common Stock by way of stock split, stock dividend, reverse
split, combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof, as may be required, so that
the rights and privileges granted hereby shall continue with respect to the
Common Stock as so changed.

         12.      Miscellaneous

                  12.1     A person or entity shall be deemed to be a holder of
Registrable Securities whenever such person or entity owns of record such
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more persons or entities with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.

                  12.2     If, after the date hereof and prior to the Commission
declaring the Registration Statement to be filed pursuant to Section 2.1
effective under the Securities Act, the Company grants to any Person any
registration rights with respect to any Company securities which are more
favorable to such other Person than those provided in this Agreement, then the
Company forthwith shall grant (by means of an amendment to this Agreement or
otherwise) identical registration rights to all Investors hereunder.

                  12.3     Except as may be otherwise provided herein, any
notice or other communication or delivery required or permitted hereunder shall
be in writing and shall be delivered personally, or sent by telecopier machine
or by a nationally recognized overnight courier service, and shall be deemed
given when so delivered personally, or by telecopier machine or overnight
courier service as follows:

  /s/ AW                                                                /s/ RJ
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12 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

         If to the Company, to:

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, Oregon  97209
                  Telephone:  503-419-3580
                  Facsimile:   503-620-4090

         If to the Investor, to:

                  Energy Fund III, LLC
                  805 SW Broadway, Suite 560
                        Portland, OR
                  97205 Telephone: 503-419-3500 Facsimile: 503-419-3530

         If to any other Investor, at such address as such Investor shall have
provided in writing to the Company.

The Company, the Holder or any Investor may change the foregoing address by
notice given pursuant to this Section 12.3.

                  12.4     Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.

                  12.5     This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Oregon. Each of the parties consents
to the jurisdiction of the federal courts whose districts encompass any part of
the City of Portland or the state courts of the State of Oregon sitting in the
County of Multnomah in connection with any dispute arising under this Agreement
and hereby waives, to the maximum extent permitted by law, any objection
including any objection based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions.

                  12.6     Should any party hereto employ an attorney for the
purpose of enforcing or construing this Agreement, or any judgment based on this
Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy,
arbitration, declaratory relief or other litigation, the prevailing party shall
be entitled to receive from the other party or parties thereto reimbursement for
all reasonable attorneys' fees and all reasonable costs, including but not
limited to service of process, filing fees, court and court reporter costs,
investigative costs, expert witness fees, and the cost of any bonds, whether
taxable or not, and that such reimbursement shall be included in any judgment or
final order issued in that proceeding. The "prevailing party" means the party
determined by the court to most nearly prevail and not necessarily the one in
whose favor a judgment is rendered.

                  12.7     The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this

  /s/ AW                                                                /s/ RJ
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Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

                  12.8     The Company shall not enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof. The Company is not currently a party to any agreement
granting any registration rights with respect to any of its securities to any
person which conflicts with the Company's obligations hereunder or gives any
other party the right to include any securities in any Registration Statement
filed pursuant hereto, except for such rights and conflicts as have been
irrevocably waived. Without limiting the generality of the foregoing, without
the written consent of the holders of a majority in interest of the Registrable
Securities, the Company shall not grant to any person the right to request it to
register any of its securities under the Securities Act unless the rights so
granted are subject in all respect to the prior rights of the holders of
Registrable Securities set forth herein, and are not otherwise in conflict or
inconsistent with the provisions of this Agreement. The restrictions on the
Company's rights to grant registration rights under this paragraph shall
terminate on the date the Registration Statement to be filed pursuant to Section
2.1 is declared effective by the Commission.

                  12.9     This Agreement, the Securities Purchase Agreement,
the Debenture and the Conversion Warrants Agreement, of even date herewith among
the Company and the Holder constitute the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein. These Agreements supersede all prior agreements and undertakings among
the parties hereto with respect to the subject matter hereof.

                  12.10    Subject to the requirements of Section 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.

                  12.11    All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  12.12    The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning thereof.

                  12.13    The Company acknowledges that any failure by the
Company to perform its obligations under Section 3, or any delay in such
performance, could result in direct damages to the Investors and the Company
agrees that, in addition to any other liability the Company may have by reason
of any such failure or delay, the Company shall be liable for all direct damages
caused by such failure or delay.

  /s/ AW                                                                /s/ RJ
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14 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

                  12.14    This Agreement may be executed in counterparts, each
of which shall be deemed an original but both of which shall constitute one and
the same agreement. A facsimile transmission of this signed Agreement shall be
legal and binding on the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed and delivered on the date first above written.

                                 Microfield Group, Inc.



                                 By: /s/ A. MARK WALTER
                                    --------------------------------------------
                                 Name: A. Mark Walter
                                      ------------------------------------------
                                 Title: President
                                       -----------------------------------------



                                 Energy Fund III, LLC

                                 By: Aequitas Capital Managements, Inc., Manager

                                 By: /s/ ROBERT JESENIK
                                    --------------------------------------------
                                 Name: Robert Jesenik
                                      ------------------------------------------
                                 Title: CEO
                                       -----------------------------------------























  /s/ AW                                                                /s/ RJ
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15 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398864.1

EX-99.54

                             MICROFIELD GROUP, INC.
                             SUBSCRIPTION AGREEMENT

         Energy Fund IV, LLC (the "Subscriber") acknowledges receipt of an
informational binder titled "Microfield Group, Inc. Investment Memorandum" (the
"Information Memorandum") concerning the offering by MICROFIELD GROUP, INC., an
Oregon corporation (the "Company"), of shares of Common Stock (each, a "Share"
and collectively, "Shares") in the Company. Subscriber hereby offers to purchase
714,286 Shares at a purchase price of $0.70 per Share upon the terms and
conditions set forth in this Subscription Agreement.

         1.       REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. Subscriber
represents, warrants and acknowledges to the Company as follows:

                  1.1      Subscriber has had an opportunity to fully review (a)
the Information Memorandum dated June, 2005, and all exhibits and documents
referenced therein; (b) any and all public filings of the Company; and (c) the
Eighth Restated Articles of Incorporation which outline the rights associated
with the Common Shares.

                  1.2      Subscriber has had an opportunity to ask questions of
and receive answers from authorized representatives of Microfield concerning the
Company and the offering and to examine all documents and information which
Subscriber has requested.

                  1.3      Subscriber understands that no person has been
authorized to give any information or to make any representations which were not
contained in the Information Memorandum or furnished by duly authorized
representatives of the Company and that Subscriber has not relied on any other
representations or information. In making its decision to purchase Shares,
Subscriber has relied solely on the information contained in the Information
Memorandum and as supplied by duly authorized representatives of the Company.
Subscriber understands that this investment involves substantial financial and
other risks.

                  1.4      The Shares have not been registered under the
Securities Act of 1933, as amended (the "Act") or applicable state securities
laws, and must be held indefinitely unless subsequently registered under the Act
and applicable state securities laws, or unless exemptions from such
registration are available. The Company is the only entity which may register
the Shares, and though it is currently contemplating doing so, this is no
guaranty of registration. The Company has not made any representations,
warranties or covenants regarding the registration of the Shares, or compliance
with one or more exemptions under the Act or state securities laws other than as
may have been agreed to in writing between the Company and Subscriber.
Subscriber is aware that Subscriber cannot assign or transfer any interest in
the Shares except in compliance with applicable securities laws and the terms of
the Operating Agreement.

                  1.5      Subscriber understands that an investment in the
Company is extremely risky and Subscriber has read and understands the risk
factors outlined in the Information Memorandum.

                  1.6      Subscriber has sufficient knowledge and experience in
financial, and business matters to make an informed investment decision based
upon the information set forth


1 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398875.1

in the Information Memorandum and any additional information Subscriber may have
requested and received from the Company.

                  1.7      Subscriber can bear the economic risk of loss of
Subscriber's entire investment. Subscriber intends to purchase the Shares for
Subscriber's own account and not, in whole or in part, for the account of any
other person. Subscriber is purchasing the Shares for long-term investment and
not with a view to resale or distribution.

                  1.8      The Company is relying upon the representations made
by Subscriber in this Subscription Agreement.

                  1.9      No assurances have been made that any particular tax
treatment will be afforded with respect to the purchase of the Shares, or that
existing tax laws and regulations will not be modified in the future, any of
which circumstances could result in denial to Subscriber of all or a portion of
the tax benefits which may be currently available under existing tax laws and
regulations.

                  1.10     Subscriber has had an opportunity to engage a
representative to assist Subscriber in evaluating the offering. If engaged, the
representative has had an opportunity to fully review the Information
Memorandum, request additional information, and ask questions and receive
answers concerning the offering.

         2.       STATUS AS ACCREDITED SUBSCRIBER. Subscriber is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933 by
reason of one of the following (please check all applicable items):

                  ___      Subscriber is an individual who has a personal net
worth in excess of $1 million (this may include assets of Subscriber's spouse).

                  ___      Subscriber is an individual who had an income in
excess of $200,000.00 per year for the prior two years (or $300,000.00 if income
of Subscriber's spouse is included) and reasonably expects income of a similar
amount for the current year.

                  ___      Subscriber is a corporation or a partnership, not
formed for the specific purpose of investing in the Company, with total assets
in excess of $5,000,000.00.

                  _X_      Subscriber is a corporation, a partnership, or other
entity (other than a trust) in which all of the equity owners are accredited
investors (within one or more of the preceding categories).

                  ___      Subscriber is a trust, not formed for the specific
purpose of investing in the Company, with total assets in excess of
$5,000,000.00 and whose investment in the Company is directed by a sophisticated
person (within the meaning of Section 230.506(b)(2)(ii) of Regulation D as
promulgated by the United States Securities and Exchange Commission pursuant to
powers granted by the Securities Act).







2 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398875.1

         3.       PAYMENT. Subscriber will pay the purchase price for 714,286
Shares ($500,000) by cashier's check or by wire transfer (to an account
designated by Company) within 24 hours after execution of this Subscription
Agreement.

         4.       INDEMNIFICATION. Subscriber understands the meaning and legal
consequences of the representations, warranties and acknowledgements set forth
in this Agreement and that the Company has relied and will rely upon such
representations, warranties and acknowledgements. Subscriber will indemnify and
hold harmless the Company and each of its managers and members, and their
respective officers, directors, controlling persons, agents and employees, from
and against any and all loss, claim, damage, liability or expense, and any
action in respect thereof to which any such person may become subject, due to or
arising out of a breach of any such representation, warranty or acknowledgements
of Subscriber, together with all reasonable costs and expenses (including
attorneys' fees) incurred by any such person in connection with any action,
suit, proceeding, demand, assessment or judgment incident to any of the matters
so indemnified against. Notwithstanding the foregoing, no representation or
agreement made by Subscriber will in any manner be deemed to constitute a waiver
if such representation, warranty, acknowledgment or agreement would be void or
unenforceable under federal or state securities laws.

         5.       SURVIVAL OF REPRESENTATIONS. The representations, warranties
and acknowledgements of Subscriber in this Agreement, including the
indemnifications set forth in Section 4, will survive the closing of the
purchase of the Shares.

         6.       MISCELLANEOUS.

                  6.1      This Subscription Agreement will become binding upon
Subscriber and the Company when accepted by an authorized representative of the
Company.

                  6.2      Subscriber agrees not to transfer or assign this
Agreement, and acknowledges that the transfer or assignment of the Shares is
severally restricted under securities laws and the Company's Operating
Agreement.

                  6.3      Subscriber cannot cancel, terminate or revoke this
Agreement. This Agreement will survive the death or legal disability of the
Subscriber and will be binding upon the Subscriber's heirs, executors,
administrators, successors and assigns.

                  6.4      This Agreement constitutes the entire agreement
between the parties hereto with respect to the Share and the offering and may be
amended only by a writing executed by Subscriber and Company.

                  6.5      This Agreement will be interpreted in accordance with
the laws of the State of Oregon. Venue for any litigation between Subscriber and
the Company will be in the courts in Multnomah County, Oregon.



                  (Remainder of Page Intentionally Left Blank)




3 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398875.1

                             MICROFIELD GROUP, INC.
                                 SIGNATURE PAGE
                                (FOR INDIVIDUALS)

         The Subscriber desiring to become a shareholder of Microfield Group,
Inc. (the "COMPANY"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.

NUMBER OF SHARES SUBSCRIBED:  _______________________

TOTAL PURCHASE PRICE:  $_____________ (at $0.70 per Share)

DATE:  ____________________, 2005

IF PURCHASER IS AN INDIVIDUAL, SIGN BELOW:

_________________________    _______________________    ________________________
Signature                    Print Name                 Social Security Number

IF TWO INDIVIDUALS ARE PURCHASING JOINTLY, SIGN BELOW:

_________________________    _______________________    ________________________
Signature                    Print Name                 Social Security Number

_________________________    _______________________    ________________________
Signature                    Print Name                 Social Security Number



ACCEPTED ON THIS ____ DAY OF __________________, 2005:

MICROFIELD GROUP, INC., an Oregon corporation

By: /s/ A. MARK WALTER
   ------------------------------------------------
   A. Mark Walter, President





















4 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398875.1

                             MICROFIELD GROUP, INC.
                                 SIGNATURE PAGE
                                 (FOR ENTITIES)

         The Subscriber, desiring to become a shareholder of Microfield Group,
Inc. (the "Company"), by executing this Signature Page, hereby executes, adopts
and agrees to all the terms, conditions and representations set forth in the
Subscriber's Subscription Agreement.

NUMBER OF SHARES SUBSCRIBED:  714,286

TOTAL PURCHASE PRICE:  $500,000 (at $0.70 per Share)

DATE:  October 6, 2005

IF PURCHASER IS AN ENTITY, AN AUTHORIZED INDIVIDUAL SIGNS BELOW:

Energy Fund IV, LLC   Limited liability company          16-1733987
- --------------------  -------------------------------    -----------------------
Print Name of Entity  Type of Entity                     Tax Identification No.

                      Aequitas Capital Management, Inc., Manager
- --------------------  ---------------------------------- -----------------------
Signature             Print Name                         Title or Capacity

/s/ ROBERT JESENIK    Robert Jesenik                     CEO
- --------------------  -------------------------------    -----------------------
Signature             Print Name                         Title or Capacity


- --------------------  -------------------------------    -----------------------
Signature             Print Name                         Title or Capacity



ACCEPTED ON THIS 13 DAY OF OCTOBER, 2005:

MICROFIELD GROUP, INC., an Oregon corporation



By: /s/ A. MARK WALTER
   ------------------------------------------------
   A. Mark Walter, President














5 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398875.1

                        SHAREHOLDER INFORMATION PAGE FOR
                             MICROFIELD GROUP, INC.

Name of Shareholder:          Energy Fund IV, LLC

If jointly with another person
indicate Joint Name:
                              ---------------------------

Number of Shares:             714,286

Purchase Price                $500,000

Address:                      805 SW Broadway, Suite 560
                              ---------------------------  ---------------------
                              Portland, OR 97205
                              ---------------------------  ---------------------
                              (Mailing)                    (Residence)

Telephone No.:                (503) 419-3500
                              ---------------------------

Facsimile No.:                (503) 419-3530
                              ---------------------------

Email Address:                bjesenik@jmwcapital.com
                              ---------------------------

Tax ID No.:                   16-1733987
                              ---------------------------

Name of Trustee:*
                              ---------------------------

Name of Plan Sponsor:*
                              ---------------------------



- -------------------
* If applicable.

















6 - SUBSCRIPTION AGREEMENT
PDX/112816/141153/DLH/1398875.1

EX-99.55

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER SUCH ACT OR LAWS OR
AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO THE ISSUER
STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

No. 2005-W-58                                        WARRANT TO PURCHASE 357,143
                                                          SHARES OF COMMON STOCK

                             STOCK PURCHASE WARRANT
                       TO PURCHASE SHARES OF COMMON STOCK
                            OF MICROFIELD GROUP, INC.

         For value received, Microfield Group, Inc., an Oregon corporation (the
"Company"), grants to Energy Fund IV, LLC (the "Holder") the right, subject to
the terms of this Warrant, to purchase at any time during the period commencing
on the "Initial Exercise Date" (as defined below), and ending on the "Expiration
Date" (as defined below), 357,143 fully paid and nonassessable shares of Common
Stock of the Company at the "Exercise Price" (as defined below). This Warrant
may be exercised in whole and not in part. The number of shares that may be
purchased are subject to adjustment under the terms of this Warrant.

Section 1.        DEFINITIONS.  As used in this Warrant, unless the context
otherwise requires:

         "EXERCISE AMOUNT" means 357,143 shares (adjusted as necessary in
accordance with Section 7).

         "EXERCISE PRICE" means $0.90 per share (adjusted as necessary in
accordance with Section 7).

         "COMMON STOCK" means the Common Stock of the Company.

         "COMPANY" has the meaning specified in the introductory paragraph.

         "EXERCISE DATE" means any date when this Warrant is exercised in the
manner indicated in Sections 2.1 and 2.2.

         "EXPIRATION DATE" means 12:00 midnight (Portland time) on October 3,
2010.

         "HOLDER" has the meaning specified in the introductory paragraph.

         "INITIAL EXERCISE DATE" means October 3, 2005.

         "PERSON" means an individual, corporation, partnership, trust, joint
venture or other form of business entity.









1 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and all rules and regulations promulgated thereunder, or any act, rules
or regulations which replace the Securities Act or any such rules and
regulations.

         "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of this Warrant, adjusted as necessary in accordance with Section
7.

Section 2.        DURATION AND EXERCISE OF WARRANT.

         2.1      EXERCISE PERIOD. Subject to the provisions hereof, this
Warrant may be exercised at any time during the period commencing on the Initial
Exercise Date and ending on the Expiration date for the Exercise Amount. After
the Expiration Date, this Warrant shall become void and all rights to purchase
Warrant Shares hereunder shall thereupon cease.

         2.2      METHODS OF EXERCISE. This Warrant may be exercised by the
Holder, in whole and not in part, by (i) surrendering this Warrant to the
Secretary of the Company, (ii) payment of any applicable consideration, and
(iii) executing and delivering to the Secretary of the Company the attached
Exercise Form, which must select one of the following exercise methods, to be at
the Holder's option:

                  2.2.1    EXERCISE FOR CASH. If the Holder elects to exercise
the Warrant for cash, the Holder shall tender to the Company payment in full by
cash, check, or wire transfer of the Exercise Price for the Warrant Shares.

                  2.2.2    SAME DAY SALE EXERCISE. In lieu of exercising this
Warrant by payment of cash, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Price through
a "same day sale" commitment from the Holder and a broker-dealer that is a
member of the National Association of Securities Dealers (an "NASD Dealer")
whereby the Holder irrevocably elects to exercise the Warrant and to sell a
portion of the Warrant Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Warrant Shares
to forward the Exercise Price directly to the Company.

                  2.2.3    NET EXERCISE. The Holder may elect to receive,
without the payment by the Holder of any additional consideration, shares of
Common Stock equal to the value of this warrant by the surrender of all of this
Warrant to the Company with a written notice of exercise specifying reliance on
this Section 2.2.3. Thereupon, the Company shall issue to the Holder such number
of fully paid and nonassessable shares of Common Stock as is computed using the
following formula:

                                    X = Y (A-B)
                                        ------
                                          A

Where X = the number of shares to be issued to the Holder pursuant to this
Section 2.2.3.

         Y        = the number of Warrant Shares underlying the Warrant the
                  Holder elects to exercise pursuant to this Section 2.2.3.



2 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

         A        = the average closing ask price for one share of Common Stock
                  for the 10 trading days preceding the day the net exercise
                  election is made pursuant to this Section 2.2.3.

         B        = the Exercise Price in effect under this Warrant at the time
                  the net exercise election is made pursuant to this Section
                  2.2.3.

         2.3      CERTIFICATES. As soon as practicable after exercise of this
Warrant (but in no event later than five business days), (a) certificates for
Warrant Shares shall be delivered, at the Company's expense, to the Holder or
the transferee thereof set forth in the attached Exercise Form and (b) a new
Warrant of like tenor to purchase up to that number, if any, not previously
purchased by the Holder (if this Warrant has not expired) shall be delivered, at
the Company's expense, to the Holder.

         2.4      EFFECTIVE DATE OF EXERCISE. This Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date of
its surrender for exercise as provided above. The person entitled to receive the
Warrant Shares shall be treated for all purposes as the holder of record of such
shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.

         2.5      SECURITIES ACT COMPLIANCE. Unless the Warrant Shares are no
longer subject to Rule 144 under the Securities Act among the Company and
certain investors in the Company's securities, the Company may place
conspicuously upon each certificate representing the Warrant Shares a legend
substantially in the following forms, the terms of which are agreed to by the
Holder:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
         APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,
         ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS
         AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
         SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING THESE
         SECURITIES OR (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR
         THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE
         COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR
         (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS
         EXEMPT FROM REGISTRATION.

         2.6      TAXES. The Company shall pay any tax and other governmental
charges which may be payable in respect of the issuance of the Warrant Shares,
provided, however, that in no case will the Company pay any taxes relating to
income to the Holder resulting from the issuance or exercise of this Warrant.












3 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

Section 3.        WARRANT SHARES.

         3.1      VALIDITY AND RESERVATION. The Company covenants that all
Warrant Shares issued upon exercise of this Warrant will be validly issued,
fully paid, nonassessable, free and clear of all liens, security interests,
charges and other encumbrances or restrictions on sale (except encumbrances or
restrictions arising under federal or state securities laws), and not subject to
preemptive rights. The Company agrees that, as long as this Warrant may be
exercised, the Company will have duly authorized and reserved for issuance upon
exercise of this Warrant a sufficient number of shares of Common Stock or other
shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and from time to time will take all steps necessary to
amend its Articles of Incorporation to provide sufficient reserves of Common
Stock issuable upon exercise of this Warrant. Issuance of this Warrant shall
constitute full authority to the Company's officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for Common Stock upon the exercise of this Warrant.

         3.2      LISTING OF WARRANT SHARES. The Company shall take all steps
necessary to cause the Warrant Shares issuable upon exercise of this Warrant to
be approved for listing on all securities exchanges or markets and all trading
or quotation facilities on which the Common Stock is listed as soon as possible
after the Initial Exercise Date and shall use commercially reasonable efforts to
maintain such listings until the earlier of the Expiration Date or the date this
Warrant is exercised in full.

Section 4.        FRACTIONAL SHARES.

         No fractional Warrant Shares shall be issued upon the exercise of this
Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole number.

Section 5.        LIMITED RIGHTS OF WARRANT HOLDER.

         The Holder shall not, solely by virtue of being the Holder of this
Warrant, have any of the rights of a shareholder of the Company, either at law
or equity, until this Warrant shall have been exercised.

Section 6.        LOSS OF WARRANT.

         Upon receipt by the Company of satisfactory evidence of the loss,
theft, destruction or mutilation of this Warrant and either (in the case of
loss, theft or destruction) reasonable indemnification and a bond reasonably
satisfactory to the Company if requested by the Company or (in the case of
mutilation) the surrender of this Warrant for cancellation, the Company will
execute and deliver to the Holder, without charge, a new warrant of like
denomination.

Section 7.        CERTAIN ADJUSTMENTS.

         7.1      ADJUSTMENT OF WARRANT SHARES. The number, class and Exercise
Price per share of securities for which this Warrant may be exercised are
subject to adjustment from time to time upon the happening of certain events as
hereinafter provided:




4 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

                  (a)      RECAPITALIZATION. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or if the
Company shall effect a stock dividend, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be proportionately increased
and the Exercise Price per share shall be proportionately reduced. Conversely,
if the outstanding shares of Common Stock are combined into a smaller number of
shares of Common Stock, the number of shares of Common Stock purchasable upon
the exercise of this Warrant shall be proportionately reduced and the Exercise
Price per share shall be proportionately increased. The increases and reductions
provided for in this Section 7.1(a) shall be made with the intent and, as nearly
as practicable, the effect that neither the percentage of the total equity of
the Company obtainable on exercise of this Warrant nor the aggregate price
payable for such percentage shall be affected by any event described in this
Section 7.1(a).

                  (b)      MERGER OR REORGANIZATION, ETC. In the event of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation or other change in the capital
structure of the Company (not including the issuance of additional shares of
capital stock other than by stock dividend or stock split), then, the Holder of
this Warrant will have the right thereafter to receive upon the exercise of this
Warrant the kind and amount of shares of stock or other securities or property
to which it would have been entitled if, immediately before the merger,
consolidation, reclassification, reorganization, recapitalization or other
change in the capital structure, it had held the number of shares of Common
Stock obtainable upon the exercise of this Warrant. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 7 with respect to the rights of the Holder after the merger,
consolidation, reclassification, reorganization, recapitalization or other
change to the end that the provisions of this Section 7 (including adjustment of
the Exercise Price then in effect and the number of shares issuable upon
exercise of this Warrant) shall be applicable after that event as nearly
equivalent as may be practicable.

                  (c)      ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or shall
fix a record date for the determination of eligible holders entitled to receive,
a dividend or other distribution with respect to the Warrant Shares (or any
shares of stock or other securities at the time issuable upon exercise of the
Warrant) payable in (i) securities of the Company (other than as provided for in
Section 7.1(a) or (b) above) or any other entity or (ii) assets (excluding cash
dividends paid or payable solely out of retained earnings), then, in each such
case, upon exercise of this Warrant at any time after the consummation,
effective date or record date of such dividend or other distribution, the Holder
shall receive, in addition to the Warrant Shares (or such other stock or
securities) issuable on such exercise prior to such date, and without the
payment of additional consideration therefor, the securities or such other
assets of the Company to which such Holder would have been entitled upon such
date if such Holder had exercised this Warrant on the Initial Exercise Date and
had thereafter, during the period from the Initial Exercise Date to and
including the date of such exercise, retained such shares and/or all other
additional stock or securities available by it as aforesaid during such period
giving effect to all adjustments called for by this Section 7.

                  (d)      OTHER IMPAIRMENTS. If any event shall occur as to
which the provisions of Section 7.1(a)-(c) are not strictly applicable but are
covered by the essential intent and

5 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

principles of such sections, then, in each such case, the Company will appoint
the firm of independent certified public accountants of recognized national
standing with the largest U.S. revenues for the prior year (but not the
Company's regular auditors), which shall give their opinion upon the adjustment,
if any, on a basis consistent with the essential intent and principles
established in this Section 7.1, necessary to preserve the rights represented by
this Warrant. Upon receipt of such opinion, the Company will promptly mail a
copy thereof to the holder of this Warrant and shall make the adjustments
described therein.

         7.2      NOTICE OF ADJUSTMENT. Whenever an event occurs requiring any
adjustment to be made pursuant to Section 7.1, the Company shall promptly file
with its Secretary or an assistant secretary at its principal office and with
its stock transfer agent, if any, a certificate of its President or Chief
Financial Officer specifying such adjustment, setting forth in reasonable detail
the acts requiring such adjustment, and stating such other facts as shall be
necessary to show the manner and figures used to compute such adjustment. Such
certificate shall be made available at all reasonable times for inspection by
the Holder. Promptly (but in no event more than 30 days) after each such
adjustment, the Company shall give a copy of such certificate by certified mail
to the Holder.

Section 8.        MISCELLANEOUS.

         8.1      BINDING EFFECT; ASSIGNMENT. This Warrant shall inure to the
benefit of and be binding upon the Company and the Holder and their respective
successors, heirs, legal representatives and permitted assigns. This Warrant and
the Warrant Shares (collectively, "Securities") may only be disposed of pursuant
to an effective registration statement under the Securities Act or pursuant to
an available exemption from or in a transaction not subject to the registration
requirements of the Securities Act, and in compliance with any applicable
federal and state securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement, transfer may only be
made with the prior written consent of the Company, which shall not be
unreasonably withheld, and the Company may require the transferor to provide to
the Company an opinion of counsel selected by the transferor, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
securities under the Securities Act; provided, however, that notwithstanding the
foregoing, no consent of the Company shall be required for the assignment or
transfer of rights hereunder by a Holder to such assignor's or transferor's
partners, shareholders or members or retired partners or former shareholders or
members, if any, or for any other assignment or transfer to the spouse,
ancestors, lineal descendants or siblings of such assignor or transferor,
provided the transferee(s) certify to the Company that each is an "accredited
investor" within the meaning of Rule 501(a) under the Securities Act and that it
is acquiring the Securities solely for investment purposes.

         The Company shall register the transfer of any portion of this Warrant,
upon surrender of this Warrant with the Form of Assignment attached hereto duly
completed and signed, to the Company's transfer agent or to the Company at the
office specified in Section 8.2. Upon any such transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred
shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the
transferring Holder. The

6 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

acceptance of a New Warrant by the transferee shall be deemed the acceptance of
such transferee of all of the rights and obligations of a holder of a Warrant.

         This Warrant is exchangeable, upon the surrender hereof by the Holder
to the office of the Company specified in Section 8.2, for one or more New
Warrants evidencing in the aggregate the right to purchase the number of Warrant
Shares which may then be purchased hereunder. Any such New Warrant will be dated
the date of such exchange.

         8.2      NOTICE. All notices required or permitted under this Warrant
shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) three days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address for such party, (c) one
day after deposit with a nationally recognized air courier service such as DHL
or Federal Express, or (d) on the date of facsimile transmission, with confirmed
transmission.

         If to the Company:
         -----------------

         Microfield Group, Inc.
         1631 NW Thurman
         Suite 200
         Portland, OR  97209
         Attn:  A. Mark Walter, President
         Fax:  (503) 419-3333

         With a copy to:
         --------------

         Dunn Carney Allen Higgins & Tongue LLP
         851 SW Sixth Avenue
         Suite 1500
         Portland, OR  97204
         Attn:  Jon A. Bennett
         Fax:  (503) 224-7324

         If to the Holder:
         ----------------

         Energy Fund IV, LLC
         805 SW Broadway, Suite 560
         Portland, OR 97205
         Fax:  (503) 419-3530

         With a copy to:
         --------------

         Name

         -----------------------------------
         -----------------------------------
         -----------------------------------
         Fax:
             -------------------------------


7 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

or such other address as such party may designate by 10 days' advance written
notice to the other party.

         8.3      GOVERNING LAW. The validity, interpretation and performance of
this warrant shall be governed by the laws of the state of Oregon, exclusive of
conflicts of law rules.

         8.4      IMPAIRMENT. The Company will not, by amendment of its Articles
of Incorporation or Bylaws, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock issuable upon the
exercise of this Warrant above the amount payable therefore upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable
Warrant Shares upon exercise of this Warrant.

         8.5      NOTICES OF RECORD DATE. After the Initial Exercise Date, in
case:

                  8.5.1    the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any securities or to receive any other right; or

                  8.5.2    of any consolidation or merger of the Company with or
into another corporation, any capital reorganization of the Company, any
reclassification of the capital stock of the Company, or any conveyance of all
or substantially all of the assets of the Company; or

                  8.5.3    of any voluntary dissolution, liquidation or
winding-up of the Company; or

                  8.5.4    of any redemption or conversion of all outstanding
Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying, as the case may be, (i) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up,
redemption or conversion is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such stock or securities
as at the time are receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days before the consummation of the applicable event.

         8.6      NO INCONSISTENT AGREEMENTS. The Company will not on or after
the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the

8 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

rights granted to the Holder of this Warrant or otherwise conflicts with the
provisions hereof. The rights granted to the Holder hereunder do not in any way
conflict with the rights granted to holders of the Company's securities under
any other agreements, except rights that have been waived.

         8.7      SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls
on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. Pacific Time the next business day.

         8.8      HEADINGS. The headings herein are for convenience only and
shall not control or affect the meaning or construction of this Warrant.

         Dated as of:  October 13, 2005.

                                    MICROFIELD GROUP, INC.



                                    By: /s/ A. MARK WALTER
                                       -----------------------------------------
                                       A. Mark Walter, President




































9 - STOCK PURCHASE WARRANT
PDX/112816/141153/DLH/1398911.1

                                  EXERCISE FORM

                      (To Be Executed by the Warrant Holder
                            to Exercise the Warrant)

To:      MICROFIELD GROUP, INC.

1.       The undersigned hereby irrevocably elects to exercise the right
         represented by Warrant No. 2004-W-40 to purchase _________ shares of
         Common Stock provided for in the Warrant as follows [check one]:

         [  ]     Exercise for Cash: Pursuant to Section 2.2.1 of the Warrant,
the Holder hereby elects to exercise the Warrant for cash and tenders payment
herewith (or has made a wire transfer) to the order of Microfield Group, Inc. in
the amount of $____________.

         [  ]     Same Day Sale Exercise: Pursuant to Section 2.2.2 of the
Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis.

         [  ]     Net Exercise: Pursuant to Section 2.2.3 of the Warrant, the
Holder hereby elects to exercise the Warrant on a net basis.

2.       The undersigned requests that certificates for such shares of Common
         Stock be issued and delivered as follows:

         Name:
              ---------------------------------------------------------
         Address:
                 ------------------------------------------------------
         Deliver to:
                    ---------------------------------------------------
         Address:
                 ------------------------------------------------------

If the number of shares of Common Stock to be issued upon this exercise is not
all the shares that may be purchased pursuant to the Warrant, the undersigned
requests that a new warrant evidencing the right to purchase the balance of such
shares be registered in the name of, and be delivered to, the undersigned at the
foregoing address.

3.       In connection with the exercise of the Warrant, the undersigned hereby
         represents and warrants to you as follows:

         (a)      PURCHASE ENTIRELY FOR OWN ACCOUNT. The Common Stock will be
                  acquired for investment for the undersigned's own account and
                  not with a view to the resale or distribution of any part
                  thereof, and the undersigned has no intention of selling,
                  granting any participation in, or otherwise distributing the
                  same.

         (b)      RESTRICTED SECURITIES. The undersigned understands the Common
                  Stock may not be sold, transferred, or otherwise disposed of
                  without registration under the Securities Act or an exemption
                  therefrom and, in the absence of an effective registration
                  statement covering the Common Stock or an available exemption
                  from registration under the Securities Act, the Common Stock
                  must be held indefinitely.

1 - EXERCISE FORM
PDX/112816/141153/DLH/1398911.1

         (c)      INVESTMENT EXPERIENCE. The undersigned is experienced in
                  evaluating and investing in companies in the development
                  stage, can bear the economic risk of an investment in the
                  Common Stock, and has enough knowledge and experience in
                  financial and business matters to evaluate the merits and
                  risks of the investment in the Common Stock.

         (d)      INVESTOR QUALIFICATIONS. The undersigned is an Accredited
                  Investor as defined in Rule 501 promulgated under the
                  Securities Act or has such knowledge and experience in
                  financial and business matters that he or it is capable of
                  evaluating the merits and risks of investing in the Common
                  Stock.

         (e)      OPPORTUNITY TO REVIEW DOCUMENTS AND ASK QUESTIONS. The Company
                  has made available to the undersigned all documents and
                  information requested by the undersigned relating to an
                  investment in the Company. In addition, the undersigned has
                  had adequate opportunity to ask questions and to receive
                  answers from the management of the Company covering the terms
                  and conditions of the offering and the Company's business,
                  management, and financial affairs.

4. The undersigned understands, agrees, and recognizes that:

         (a)      No federal or state agency has made any finding or
                  determination as to the fairness of the investment or any
                  recommendation or endorsement of the Common Stock.

         (b)      All certificates evidencing the Common Stock shall bear a
                  legend substantially similar to the legend set forth in
                  Section 2.5 of the Warrant regarding resale restrictions.

5. The undersigned is a resident of the state of ________________________.

         Dated:______________________.

                                    [HOLDER]



                                    By:
                                       -----------------------------------------
                                    Name:
                                         ---------------------------------------
                                    Title:
                                          --------------------------------------

                                    Note: Signature must correspond with the
                                    name as written upon the face of the Warrant
                                    in every particular, without alteration or
                                    enlargement or any change whatsoever.






2 - EXERCISE FORM
PDX/112816/141153/DLH/1398911.1

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers to the assignee set forth below all of the rights
of the undersigned in and to the number of Warrant Shares (as defined in and
evidenced by the foregoing Warrant) set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said Warrant Shares:

- -------------------------- -------------------------- --------------------------
     NAME OF ASSIGNEE               ADDRESS                NUMBER OF SHARES
- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------

- -------------------------- -------------------------- --------------------------
         If the total of said Warrant Shares shall not be all such shares which
may be purchased pursuant to the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated:
               --------------------------------------

         Name of holder of Warrant:
                                   ---------------------------------------------
                                              (please print)
         Address:
                 ---------------------------------------------------------------
         Signature:
                   -------------------------------------------------------------























PDX/112816/141153/DLH/1398911.1

EX-99.56

                          REGISTRATION RIGHTS AGREEMENT

         Registration Rights Agreement dated as of October 6, 2005 (this
"Agreement") by and between Microfield Group, Inc., an Oregon corporation, with
principal executive offices located at 1631 NW Thurman Street, Suite 200,
Portland, Oregon 97209 (the "Company"), and Energy Fund IV, LLC (the "Holder").

         WHEREAS, the Company has agreed to issue and sell to the Holder 714,286
shares of Common Stock (the "Common Stock") of the Company and issue a Warrant
to purchase 357,143 shares (the "Warrants") of the Company's common stock (the
"Warrant Shares"); and

         WHEREAS, to induce the Holder to purchase the Common Stock, the Company
has agreed to provide with respect to the Common Stock and the Warrant Shares
certain registration rights under the Securities Act;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1.       Definitions. As used in this Agreement, the following terms
shall have the meanings:

                  1.1      "Affiliate" of any specified Person means any other
Person who directly, or indirectly through one or more intermediaries, is in
control of, is controlled by, or is under common control with, such specified
Person. For purposes of this definition, control of a Person means the power,
directly or indirectly, to direct or cause the direction of the management and
policies of such Person whether by contract, securities ownership or otherwise;
and the terms "controlling" and "controlled" have the respective meanings
correlative to the foregoing.

                  1.2      "Closing Date" means the date of this Agreement.

                  1.3      "Commission" means the Securities and Exchange
Commission.

                  1.4      "Exchange Act" means the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder, or
any similar successor statute.

                  1.5      "Investor" means each of the Holder and any
transferee or assignee of Registrable Securities which agrees to become bound by
all of the terms and provisions of this Agreement in accordance with Section 9
hereof.

                  1.6      "Investment Amount" means the actual consideration
received by the Company in exchange for Holder's purchase of the Common Stock.

                  1.7      "Person" means any individual, partnership,
corporation, limited liability company, joint stock company, association, trust,
unincorporated organization, or a government or agency or political subdivision
thereof.

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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1 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

                  1.8      "Prospectus" means the prospectus (including, without
limitation, any preliminary prospectus and any final prospectus filed pursuant
to Rule 424(b) under the Securities Act, including any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance on Rule 430A under the Securities Act)
included in the Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Registration Statement and by all
other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.

                  1.9      "Public Offering" means an offer registered with the
Commission and the appropriate state securities commissions by the Company of
its Common Stock and made pursuant to the Securities Act.

                  1.10     "Registrable Securities" means the Common Stock and
the Common Stock issued or issuable upon exercise of the Warrants or in
connection with any distribution, recapitalization, stock-split, stock
adjustment or reorganization of the Company; provided, however, a share of
Common Stock shall cease to be a Registrable Security for purposes of this
Agreement when it no longer is a Restricted Security.

                  1.11     "Registration Statement" means a registration
statement of the Company filed on an appropriate form under the Securities Act
providing for the registration of, and the sale on a continuous or delayed basis
by the holders of, all of the Registrable Securities pursuant to Rule 415 under
the Securities Act, including the Prospectus contained therein and forming a
part thereof, any amendments to such registration statement and supplements to
such Prospectus, and all exhibits to and other material incorporated by
reference in such registration statement and Prospectus.

                  1.12     "Restricted Security" means the Common Stock and the
Warrant Shares except any such share that (i) has been registered pursuant to an
effective registration statement under the Securities Act and sold in a manner
contemplated by the prospectus included in such registration statement, (ii) has
been transferred in compliance with the resale provisions of Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable pursuant
to paragraph (k) of Rule 144 under the Securities Act (or any successor
provision thereto) or (iii) otherwise has been transferred and a new share of
Common Stock not subject to transfer restrictions under the Securities Act has
been delivered by or on behalf of the Company.

                  1.13     "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, or any
similar successor statute.

         2.       Registration

                  2.1      Filing and Effectiveness of Registration Statement.
The Company shall prepare and file with the Commission as soon as reasonably
practicable a Registration Statement relating to the offer and sale of the
Registrable Securities, but in no event later than 60 days after the date of
this Agreement ("Filing Date"), and shall use its best reasonable efforts to
cause the

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
Initials                                                                Initials

2 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

Commission to declare such Registration Statement effective under the
Securities Act as promptly as practicable, but in no event later than the 90
days after the date of this Agreement ("Effective Date"); provided, however,
that if the Commission provides comments to the Company, the Effective Date
shall be extended an additional 30 days. The Company shall promptly (and, in any
event, no more than 48 hours after it receives comments from the Commission),
notify the Holder when and if it receives any comments from the Commission on
the Registration Statement and promptly forward a copy of such comments, if they
are in writing, to the Holder. At such time after the filing of the Registration
Statement pursuant to this Section 2.1 as the Commission indicates, either
orally or in writing, that it has no further comments with respect to such
Registration Statement or that it is willing to entertain appropriate requests
for acceleration of effectiveness of such Registration Statement, the Company
shall promptly, and in no event later than two (2) business days after receipt
of such indication from the Commission, request that the effectiveness of such
Registration Statement be accelerated within forty-eight (48) hours of the
Commission's receipt of such request. The Company shall notify the Holder by
written notice that such Registration Statement has been declared effective by
the Commission within 24 hours of such declaration by the Commission.

                  2.2      Eligibility for Use of Form S-3 or an SB-2. The
Company agrees that at such time as it meets all the requirements for the use of
a Securities Act Registration Statement on Form S-3 or SB-2, it shall file all
reports and information required to be filed by it with the Commission in a
timely manner and take all such other action so as to maintain such eligibility
for the use of such form.

                  2.3      Piggyback Registration Rights.

                           (a)      If the Company proposes to register any of
its warrants, Common Stock or any other shares of common stock of the Company
under the Securities Act (other than a registration (A) on Form S-8 or S-4 or
any successor or similar forms, (B) relating to Common Stock or any other shares
of common stock of the Company issuable upon exercise of employee share options
or in connection with any employee benefit or similar plan of the Company, or
(C) in connection with a direct or indirect acquisition by the Company of
another Person or any transaction with respect to which Rule 145 (or any
successor provision) under the Securities Act applies), whether or not for sale
for its own account, it will each such time, give prompt written notice at least
20 days prior to the anticipated filing date of the registration statement
relating to such registration to each Investor, which notice shall set forth
such Investor's rights under this Section 2.3 and shall offer such Investor the
opportunity to include in such registration statement such number of Registrable
Securities as such Investor may request. Upon the written request of any
Investor made within 10 days after the receipt of notice from the Company (which
request shall specify the number of Registrable Securities intended to be
disposed of by such Investor), the Company will use its best efforts to effect
the registration under the Securities Act of all Registrable Securities that the
Company has been so requested to register by each Investor, to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered; provided, however, that (A) if such registration involves a Public
Offering, each Investor must sell its Registrable Securities to any underwriters
selected by the Company with the consent of such Investor on the same terms and
conditions as apply to the Company and (B) if, at any time after giving written
notice of its intention to register any Registrable Securities pursuant to this

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
Initials                                                                Initials

3 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

Section 2 and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register such Registrable Securities, the Company shall give written
notice to each Investor and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration. The
Company's obligations under this Section 2.3 shall terminate on the date that
the registration statement to be filed in accordance with Section 2.1 is
declared effective by the Commission.

                           (b)      If a registration pursuant to this Section
2.3 involves a Public Offering and the managing underwriter thereof advises the
Company that, in its view, the number of shares of Common Stock that the Company
and the Investors intend to include in such registration exceeds the largest
number of shares of Common Stock that can be sold without having an adverse
effect on such Public Offering (the "Maximum Offering Size"), the Company will
include in such registration only such number of shares of Common Stock as does
not exceed the Maximum Offering Size, and the number of shares in the Maximum
Offering Size shall be allocated pro rata among the Company, the Investors and
any other holders distributing their securities through such underwriting due to
an existing Registration Rights between such holders and the Company. If as a
result of the proration provisions of this Section 2.3(b), any Investor is not
entitled to include all such Registrable Securities in such registration, such
Investor may elect to withdraw its request to include any Registrable Securities
in such registration. With respect to registrations pursuant to this Section
2.3, the number of securities required to satisfy any underwriters'
over-allotment option shall be allocated among the Company, the Investors and
any Third Party Seller pro rata on the basis of the relative number of
securities offered for sale under such registration by each of the Investors,
the Company and any such Third Party Sellers before the exercise of such
over-allotment option.

         3.       Obligations of the Company. In connection with the
registration of the Registrable Securities, the Company shall:

                  3.1      Promptly (i) prepare and file with the Commission
such amendments (including post-effective amendments) to the Registration
Statement and supplements to the Prospectus as may be necessary to keep the
Registration Statement continuously effective and in compliance with the
provisions of the Securities Act applicable thereto so as to permit the
Prospectus forming part thereof to be current and useable by Investors for
resales of the Registrable Securities for a period of five (5) years from the
date on which the Registration Statement is first declared effective by the
Commission (the "Effective Time") or such shorter period that will terminate
when all the Registrable Securities covered by the Registration Statement have
been sold pursuant thereto in accordance with the plan of distribution provided
in the Prospectus, transferred pursuant to Rule 144 under the Securities Act or
otherwise transferred in a manner that results in the delivery of new securities
not subject to transfer restrictions under the Securities Act (the "Registration
Period") and (ii) take all lawful action such that each of (A) the Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, not misleading
and (B) the Prospectus forming part of the Registration Statement, and any
amendment or supplement thereto, does not at any time during the Registration
Period include an untrue statement of a material fact or omit

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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4 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;

                  3.2      During the Registration Period, comply with the
provisions of the Securities Act with respect to the Registrable Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the Investors as set forth in the Prospectus forming
part of the Registration Statement;

                  3.3      (i) Prior to the filing with the Commission of any
Registration Statement (including any amendments thereto) and the distribution
or delivery of any Prospectus (including any supplements thereto), provide (A)
draft copies thereof to the Investors and reflect in such documents all such
comments as the Investors (and their counsel) reasonably may propose and (B) to
the Investors a copy of the accountant's consent letter to be included in the
filing and (ii) furnish to each Investor whose Registrable Securities are
included in the Registration Statement and its legal counsel identified to the
Company, (A) promptly after the same is prepared and publicly distributed, filed
with the Commission, or received by the Company, one copy of the Registration
Statement, each Prospectus, and each amendment or supplement thereto and (B)
such number of copies of the Prospectus and all amendments and supplements
thereto and such other documents, as such Investor may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
Investor;

                  3.4      (i) Register or qualify the Registrable Securities
covered by the Registration Statement under such securities or "blue sky" laws
of such jurisdictions as the Investors who hold a majority-in-interest of the
Registrable Securities being offered reasonably request, (ii) prepare and file
in such jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof at all times during the Registration Period,
(iii) take all such other lawful actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration
Period and (iv) take all such other lawful actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (A) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3.4, (B) subject itself to general taxation in any such jurisdiction or
(C) file a general consent to service of process in any such jurisdiction;

                  3.5      As promptly as practicable after becoming aware of
such event, notify each Investor of the occurrence of any event, as a result of
which the Prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
promptly prepare an amendment to the Registration Statement and supplement to
the Prospectus to correct such untrue statement or omission, and deliver a
number of copies of such supplement and amendment to each Investor as such
Investor may reasonably request;

                  3.6      As promptly as practicable after becoming aware of
such event, notify each Investor who holds Registrable Securities being sold
(or, in the event of an underwritten

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
Initials                                                                Initials

5 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

offering, the managing underwriters) of the issuance by the Commission of any
stop order or other suspension of the effectiveness of the Registration
Statement at the earliest possible time and take all lawful action to effect the
withdrawal, rescission or removal of such stop order or other suspension;

                  3.7      Cause all the Registrable Securities covered by the
Registration Statement to be listed on the principal national securities
exchange, and included in an inter-dealer quotation system of a registered
national securities association, on or in which securities of the same class or
series issued by the Company are then listed or included;

                  3.8      Maintain a transfer agent and registrar, which may be
a single entity, for the Registrable Securities not later than the effective
date of the Registration Statement;

                  3.9      Cooperate with the Investors who hold Registrable
Securities being offered to facilitate the timely preparation and delivery of
certificates for the Registrable Securities to be offered pursuant to the
registration statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as the
Investors reasonably may request and registered in such names as the Investor
may request; and, within three (3) business days after a registration statement
which includes Registrable Securities is declared effective by the Commission,
deliver and cause legal counsel selected by the Company to deliver to the
transfer agent for the Registrable Securities (with copies to the Investors
whose Registrable Securities are included in such registration statement) an
appropriate instruction and, to the extent necessary, an opinion of such
counsel;

                  3.10     Take all such other lawful actions reasonably
necessary to expedite and facilitate the disposition by the Investors of their
Registrable Securities in accordance with the intended methods therefor provided
in the Prospectus which are customary under the circumstances;

                  3.11     Make generally available to its security holders as
soon as practicable, but in any event not later than three (3) months after (i)
the effective date (as defined in Rule 158(c) under the Securities Act) of the
Registration Statement and (ii) the effective date of each post-effective
amendment to the Registration Statement, as the case may be, an earnings
statement of the Company and its subsidiaries complying with Section 11(a) of
the Securities Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);

                  3.12     In the event of an underwritten offering, promptly
include or incorporate in a Prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers reasonably agree
should be included therein and to which the Company does not reasonably object
and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after it is notified of the matters to be
included or incorporated in such Prospectus supplement or post-effective
amendment;

                  3.13     (i) Make reasonably available for inspection by
Investors, any underwriter participating in any disposition pursuant to the
Registration Statement, and any attorney, accountant or other agent retained by
such Investors or any such underwriter all relevant

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
Initials                                                                Initials

6 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and (ii) cause the Company's officers, directors
and employees to supply all information reasonably requested by such Investors
or any such underwriter, attorney, accountant or agent in connection with the
Registration Statement, in each case, as is customary for similar due diligence
examinations; provided, however, that all records, information and documents
that are designated in writing by the Company, in good faith, as confidential,
proprietary or containing any material nonpublic information shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent (pursuant to an appropriate confidentiality agreement in the case of any
such holder or agent), unless such disclosure is made pursuant to judicial
process in a court proceeding (after first giving the Company an opportunity
promptly to seek a protective order or otherwise limit the scope of the
information sought to be disclosed) or is required by law, or such records,
information or documents become available to the public generally or through a
third party not in violation of an accompanying obligation of confidentiality;
and provided, further, that, if the foregoing inspection and information
gathering would otherwise disrupt the Company's conduct of its business, such
inspection and information gathering shall, to the maximum extent possible, be
coordinated on behalf of the Investors and the other parties entitled thereto by
one firm of counsel designated by and on behalf of the majority in interest of
Investors and other parties;

                  3.14     In connection with any underwritten offering, make
such representations and warranties to the Investors participating in such
underwritten offering and to the managers, in form, substance and scope as are
customarily made by the Company to underwriters in secondary underwritten
offerings;

                  3.15     In connection with any underwritten offering, obtain
opinions of counsel to the Company (which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the managers) addressed to
the underwriters, covering such matters as are customarily covered in opinions
requested in secondary underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of the opinion and as of the Effective Time of the Registration Statement or
most recent post-effective amendment thereto, as the case may be, the absence
from the Registration Statement and the Prospectus, including any documents
incorporated by reference therein, of an untrue statement of a material fact or
the omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading, subject to customary
limitations);

                  3.16     In connection with any underwritten offering, obtain
"cold comfort" letters and updates thereof from the independent public
accountants of the Company (and, if necessary, from the independent public
accountants of any subsidiary of the Company or of any business acquired by the
Company, in each case for which financial statements and financial data are, or
are required to be, included in the Registration Statement), addressed to each
underwriter participating in such underwritten offering (if such underwriter has
provided such letter, representations or documentation, if any, required for
such cold comfort letter to be so addressed), in customary form and covering
matters of the type customarily covered in "cold comfort" letters in connection
with secondary underwritten offerings;

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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7 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

                  3.17     In connection with any underwritten offering, deliver
such documents and certificates as may be reasonably required by the managers,
if any, and

                  3.18     In the event that any broker-dealer registered under
the Exchange Act shall be an "Affiliate" (as defined in Rule 2729(b)(1) of the
rules and regulations of the National Association of Securities Dealers, Inc.
(the "NASD Rules") (or any successor provision thereto)) of the Company or has a
"conflict of interest" (as defined in Rule 2720(b)(7) of the NASD Rules (or any
successor provision thereto)) and such broker-dealer shall underwrite,
participate as a member of an underwriting syndicate or selling group or assist
in the distribution of any Registrable Securities covered by the Registration
Statement, whether as a holder of such Registrable Securities or as an
underwriter, a placement or sales agent or a broker or dealer in respect
thereof, or otherwise, the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including, without limitation, by (A)
engaging a "qualified independent underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor provision thereto)) to participate in the
preparation of the Registration Statement relating to such Registrable
Securities, to exercise usual standards of due diligence in respect thereof and
to recommend the public offering price of such Registrable Securities, (B)
indemnifying such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 6 hereof and (C) providing
such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

         4.       Obligations of the Investors. n connection with the
registration of the Registrable Securities, the Investors shall have the
following obligations:

                  4.1      It shall be a condition precedent to the obligations
of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such
Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the
Registrable Securities held by it as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably request;

                  4.2      Each Investor by its acceptance of the Registrable
Securities agrees to cooperate with the Company in connection with the
preparation and filing of the Registration Statement hereunder, unless such
Investor has notified the Company in writing of its election to exclude all of
its Registrable Securities from the Registration Statement; and

                  4.3      Each Investor agrees that, upon receipt of any notice
from the Company of the occurrence of any event of the kind described in Section
3.5 or 3.6, it shall immediately discontinue its disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Investor's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3.5 and, if so directed by the
Company, such Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction)
all copies in such Investor's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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8 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

         5.       Expenses of Registration. All expenses, other than
underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Section 3, but including,
without limitation, all registration, listing, and qualifications fees, printing
and engraving fees, accounting fees, and the fees and disbursements of counsel
for the Company shall be borne by the Company.

         6.       Indemnification and Contribution.

                  6.1      Indemnification by the Company. The Company shall
indemnify and hold harmless each Investor (each such person being sometimes
hereinafter referred to as an "Indemnified Person") from and against any losses,
claims, damages or liabilities, joint or several, to which such Indemnified
Person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement of a material fact contained in any
Registration Statement or an omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, not misleading, or arise out of or are based upon an untrue statement
of a material fact contained in any Prospectus or an omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company hereby agrees to
reimburse such Indemnified Person for all reasonable legal and other expenses
incurred by them in connection with investigating or defending any such action
or claim as and when such expenses are incurred; provided, however, that the
Company shall not be liable to any such Indemnified Person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon (i) an untrue statement or alleged untrue statement made in, or an
omission or alleged omission from, such Registration Statement or Prospectus in
reliance upon and in conformity with written information furnished to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of the occurrence of an event of the type specified in Section 3.5, the use by
the Indemnified Person of an outdated or defective Prospectus after the Company
has provided to such Indemnified Person an updated Prospectus correcting the
untrue statement or alleged untrue statement or omission or alleged omission
giving rise to such loss, claim, damage or liability.

                  6.2      Notice of Claims, etc. Promptly after receipt by a
party seeking indemnification pursuant to this Section 6 (an "Indemnified
Party") of written notice of any investigation, claim, proceeding or other
action in respect of which indemnification is being sought (each, a "Claim"),
the Indemnified Party promptly shall notify the party against whom
indemnification pursuant to this Section 6 is being sought (the "Indemnifying
Party") of the commencement thereof; but the omission to so notify the
Indemnifying Party shall not relieve it from any liability that it otherwise may
have to the Indemnified Party, except to the extent that the Indemnifying Party
is materially prejudiced and forfeits substantive rights and defenses by reason
of such failure. In connection with any Claim as to which both the Indemnifying
Party and the Indemnified Party are parties, the Indemnifying Party shall be
entitled to assume the defense thereof. Notwithstanding the assumption of the
defense of any Claim by the Indemnifying Party, the Indemnified Party shall have
the right to employ separate legal counsel and to participate in the defense of
such Claim, and the Indemnifying Party shall bear the reasonable fees,
out-of-pocket costs and expenses of such separate legal counsel to the

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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9 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

Indemnified Party if (and only if): (x) the Indemnifying Party shall have agreed
to pay such fees, costs and expenses, (y) the Indemnified Party and the
Indemnifying Party shall reasonably have concluded that representation of the
Indemnified Party by the Indemnifying Party by the same legal counsel would not
be appropriate due to actual or, as reasonably determined by legal counsel to
the Indemnified Party, potentially differing interests between such parties in
the conduct of the defense of such Claim, or if there may be legal defenses
available to the Indemnified Party that are in addition to or disparate from
those available to the Indemnifying Party or (z) the Indemnifying Party shall
have failed to employ legal counsel reasonably satisfactory to the Indemnified
Party within a reasonable period of time after notice of the commencement of
such Claim. If the Indemnified Party employs separate legal counsel in
circumstances other than as described in clauses (x), (y) or (z) above, the
fees, costs and expenses of such legal counsel shall be borne exclusively by the
Indemnified Party. Except as provided above, the Indemnifying Party shall not,
in connection with any Claim in the same jurisdiction, be liable for the fees
and expenses of more than one firm of counsel for the Indemnified Party
(together with appropriate local counsel). The Indemnified Party shall not,
without the prior written consent of the Indemnifying Party (which consent shall
not unreasonably be withheld), settle or compromise any Claim or consent to the
entry of any judgment that does not include an unconditional release of the
Indemnifying Party from all liabilities with respect to such Claim or judgment.

                  6.3      Contribution. If the indemnification provided for in
this Section 6 is unavailable to or insufficient to hold harmless an Indemnified
Person under Section 6.1 above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such Indemnifying Party or by such Indemnified Party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6.3 were determined by
pro rata allocation (even if the Investors or any underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 6.3.
The amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be deemed to include any legal or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section 6.3 to contribute shall be several in proportion to the percentage of
Registrable Securities registered or underwritten, as the case may be, by them
and not joint.

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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10 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

                  6.4      Notwithstanding any other provision of this Section
6, in no event shall any (i) Investor be required to undertake liability to any
person under this Section 6 for any amounts in excess of the dollar amount of
the proceeds to be received by such Investor from the sale of such Investor's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such
Registrable Securities are to be registered under the Securities Act and (ii)
underwriter be required to undertake liability to any Person hereunder for any
amounts in excess of the aggregate discount, commission or other compensation
payable to such underwriter with respect to the Registrable Securities
underwritten by it and distributed pursuant to the Registration Statement.

                  6.5      The obligations of the Company under this Section 6
shall be in addition to any liability which the Company may otherwise have to
any Indemnified Person and the obligations of any Indemnified Person under this
Section 6 shall be in addition to any liability which such Indemnified Person
may otherwise have to the Company. The remedies provided in this Section 6 are
not exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

         7.       Exclusive Remedy. If: (i) a Registration Statement is not
filed on or prior to the Filing Date; or (ii) a Registration Statement is not
declared effective by the Effective Date or the Extended Effective Date, as
applicable, any such failure or breach being referred to as an "Event," and for
purposes of clauses (i) or (ii) the date on which such Event occurs "Event
Date," then on the one-month anniversary of each such Event Date, and on each
monthly anniversary thereafter, the Company shall pay to each Holder an amount
in cash, as liquidated damages equal to 2% of the aggregate Investment Amount
paid by such Holder, or in the Company's sole discretion issue shares of common
stock of the Company equal to 4% of each Holder's Investment Amount. The parties
agree that the Company will not be liable for liquidated damages under this
Section in respect of the Warrants. For the purposes of this Section 7, the
value of the common stock to be issued shall be the trading price for such
shares on the OTCBB or other exchange on the Event Date. This shall be Holder's
sole and exclusive remedy for Company's failure to fulfill its registration
obligations under Section 2.1. The liquidated damages shall apply on a daily
pro-rata basis for any portion of a month prior to the cure of an Event, except
in the case of the First Event Date.

         8.       Rule 144. With a view to making available to the Investors the
benefits of Rule 144 under the Securities Act or any other similar rule or
regulation of the Commission that may at any time permit the Investors to sell
securities of the Company to the public without registration ("Rule 144"), the
Company agrees to use its best efforts to:

                  8.1      comply with the provisions of paragraph (c) (1) of
Rule 144; and

                  8.2      file with the Commission in a timely manner all
reports and other documents required to be filed by the Company pursuant to
Section 13 or 15(d) under the Exchange Act; and, if at any time it is not
required to file such reports but in the past had been required to or did file
such reports, it will, upon the request of any Investor, make available other
information as required by, and so long as necessary to permit sales of, its
Registrable Securities pursuant to Rule 144.

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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11 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

         9.       Assignment. The rights to have the Company register
Registrable Securities pursuant to this Agreement shall be automatically
assigned by the Investors to any permitted transferee of all or any portion of
such Registrable Securities (or all or any portion of the Debenture or Warrant
of the Company which is convertible into such securities) only if (a) the
Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment, (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (i) the
name and address of such transferee or assignee and (ii) the securities with
respect to which such registration rights are being transferred or assigned, (c)
immediately following such transfer or assignment, the securities so transferred
or assigned to the transferee or assignee constitute Restricted Securities and
(d) at or before the time the Company received the written notice contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein.

         10.      Amendment and Waiver. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and Investors who hold a majority-in-interest of
the Registrable Securities. Any amendment or waiver effected in accordance with
this Section 10 shall be binding upon each Investor and the Company.

         11.      Changes in Common Stock. If, and as often as, there are any
changes in the Common Stock by way of stock split, stock dividend, reverse
split, combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof, as may be required, so that
the rights and privileges granted hereby shall continue with respect to the
Common Stock as so changed.

         12.      Miscellaneous

                  12.1     A person or entity shall be deemed to be a holder of
Registrable Securities whenever such person or entity owns of record such
Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more persons or entities with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.

                  12.2     If, after the date hereof and prior to the Commission
declaring the Registration Statement to be filed pursuant to Section 2.1
effective under the Securities Act, the Company grants to any Person any
registration rights with respect to any Company securities which are more
favorable to such other Person than those provided in this Agreement, then the
Company forthwith shall grant (by means of an amendment to this Agreement or
otherwise) identical registration rights to all Investors hereunder.

                  12.3     Except as may be otherwise provided herein, any
notice or other communication or delivery required or permitted hereunder shall
be in writing and shall be delivered personally, or sent by telecopier machine
or by a nationally recognized overnight courier service, and shall be deemed
given when so delivered personally, or by telecopier machine or overnight
courier service as follows:

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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12 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

                  If to the Company, to:

                  Microfield Group, Inc.
                  1631 NW Thurman Street, Suite 200
                  Portland, Oregon  97209
                  Telephone:  503-419-3580
                  Facsimile:   503-620-4090

                  If to the Investor, to:

                  Energy Fund IV, LLC
                  805 SW Broadway, Suite 560
                  Portland, OR 97205
                  Telephone: 503-419-3500
                  Facsimile: 503-419-3530

         If to any other Investor, at such address as such Investor shall have
         provided in writing to the Company.

The Company, the Holder or any Investor may change the foregoing address by
notice given pursuant to this Section 12.3.

                  12.4     Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.

                  12.5     This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Oregon. Each of the parties consents
to the jurisdiction of the federal courts whose districts encompass any part of
the City of Portland or the state courts of the State of Oregon sitting in the
County of Multnomah in connection with any dispute arising under this Agreement
and hereby waives, to the maximum extent permitted by law, any objection
including any objection based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions.

                  12.6     Should any party hereto employ an attorney for the
purpose of enforcing or construing this Agreement, or any judgment based on this
Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy,
arbitration, declaratory relief or other litigation, the prevailing party shall
be entitled to receive from the other party or parties thereto reimbursement for
all reasonable attorneys' fees and all reasonable costs, including but not
limited to service of process, filing fees, court and court reporter costs,
investigative costs, expert witness fees, and the cost of any bonds, whether
taxable or not, and that such reimbursement shall be included in any judgment or
final order issued in that proceeding. The "prevailing party" means the party
determined by the court to most nearly prevail and not necessarily the one in
whose favor a judgment is rendered.

                  12.7     The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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13 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

                  12.8     The Company shall not enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof. The Company is not currently a party to any agreement
granting any registration rights with respect to any of its securities to any
person which conflicts with the Company's obligations hereunder or gives any
other party the right to include any securities in any Registration Statement
filed pursuant hereto, except for such rights and conflicts as have been
irrevocably waived. Without limiting the generality of the foregoing, without
the written consent of the holders of a majority in interest of the Registrable
Securities, the Company shall not grant to any person the right to request it to
register any of its securities under the Securities Act unless the rights so
granted are subject in all respect to the prior rights of the holders of
Registrable Securities set forth herein, and are not otherwise in conflict or
inconsistent with the provisions of this Agreement. The restrictions on the
Company's rights to grant registration rights under this paragraph shall
terminate on the date the Registration Statement to be filed pursuant to Section
2.1 is declared effective by the Commission.

                  12.9     This Agreement, the Securities Purchase Agreement,
the Debenture and the Conversion Warrants Agreement, of even date herewith among
the Company and the Holder constitute the entire agreement among the parties
hereto with respect to the subject matter hereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein. These Agreements supersede all prior agreements and undertakings among
the parties hereto with respect to the subject matter hereof.

                  12.10    Subject to the requirements of Section 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.

                  12.11    All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  12.12    The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning thereof.

                  12.13    The Company acknowledges that any failure by the
Company to perform its obligations under Section 3, or any delay in such
performance, could result in direct damages to the Investors and the Company
agrees that, in addition to any other liability the Company may have by reason
of any such failure or delay, the Company shall be liable for all direct damages
caused by such failure or delay.

 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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14 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

                  12.14    This Agreement may be executed in counterparts, each
of which shall be deemed an original but both of which shall constitute one and
the same agreement. A facsimile transmission of this signed Agreement shall be
legal and binding on the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed and delivered on the date first above written.

                             Microfield Group, Inc.



                             By: /s/ A. MARK WALTER
                                ------------------------------------------------
                             Name: A. Mark Walter
                                  ----------------------------------------------
                             Title: President
                                   ---------------------------------------------



                             Energy Fund IV, LLC

                             By:  Aequitas Capital Management, Inc., Manager

                             By: /s/ Robert Jesenik
                                ------------------------------------------------
                             Name: Robert Jesenik
                                  ----------------------------------------------
                             Title:  CEO
                                   ---------------------------------------------























 /s/ AW                                                                  /s/ RJ
- --------                                                                --------
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15 - REGISTRATION RIGHTS AGREEMENT
PDX/112816/141153/DLH/1398983.1

EX-99.59

                                   STOCK POWER



         FOR   VALUABLE   CONSIDERATION,   the   receipt   of  which  is  hereby
acknowledged, __________ hereby assigns, transfers and conveys to __________ all
of its right, title and interest in and to __________ shares of __________ Stock
of MICROFIELD  GROUP,  INC., an Oregon  corporation,  represented by Certificate
No(s).  __________,  and hereby irrevocably  appoints  _________________________
attorney-in-fact  to transfer the stock on the books of MICROFIELD  GROUP,  INC.
with full power of substitution in the premises.

         DATED: __________

                                   _________________________________


                                   By:___________________________________









































PDX/112816/141153/DLH/1423622.1

EX-99.60

                       MEMBERSHIP INTEREST SALE AGREEMENT
                       ----------------------------------

         THIS  MEMBERSHIP  INTEREST SALE  AGREEMENT  ("Agreement")  is effective
December 15, 2005 (the "Effective Date"), by and among DESTINATION  CAPITAL, LLC
("Destination") and THURMAN HOLDINGS I, LIMITED PARTNERSHIP ("THI").

                                    RECITALS:
                                    ---------

         A.       THI is a member of Destination  and owns  425.53191  Preferred
Units in Destination (the "Membership Interest").

         B.       Destination  desires to purchase the  Membership  Interest and
THI  desires to sell its  Membership  Interest to  Destination  on the terms and
conditions set forth below.

         Now, therefore, in consideration of the foregoing, the parties agree as
follows:

                                   AGREEMENT:
                                   ----------

         1.       Sale  of   Membership   Interest.   THI  agrees  to  sell  and
Destination  agrees to purchase the Membership  Interest for the sum of $427,490
(the "Purchase Price").

                  1.1      THI  will  cease  to  be  a  member  of   Destination
effective at the close of business on December 15, 2005.

                  1.2      The  Purchase  Price will be paid by  Destination  by
delivering,  at Destination's option, cash or common shares of Microfield Group,
Inc.  ("Microfield").  If Destination  elects to deliver  Microfield stock, this
payment shall be  accomplished  by delivery by  Destination  (or an affiliate of
Destination)  of a certificate or  certificates  representing  217,000 shares of
Microfield  common stock,  together with duly executed  stock powers,  to Mellon
Investor  Services,  LLC, the transfer agent for Microfield common stock, or its
successor,  by February 10, 2006 with  instructions to immediately  transfer and
deliver  to  THI  a  stock  certificate  evidencing  the  217,000  shares  to be
transferred  to THI.  The number of  Microfield  shares  shall be  appropriately
adjusted for stock dividends  and/or splits after December 15, 2005 (if any). If
Destination  elects to deliver cash, the amount to be paid on or before February
10, 2006 shall be the greater of (a) the  Purchase  Price or (b) the closing bid
price of  Microfield  common  stock on February 6, 2006 (or the last trading day
prior to such date)  multiplied by the number of shares of Microfield stock that
Destination would otherwise be required to deliver to THI as set forth above.

         2.       THI's Representations.

                  2.1      Disclosure.  THI is familiar  with the  business  and
properties  of  Destination  and, in making its decision to sell the  Membership
Interest,  has not relied on representations or warranties of Destination or any
other person, or their agents, officers or employees. THI has had an opportunity
to review all documents, records and books pertaining to its membership interest
in  Destination,  obtain  any  additional  information  necessary  to verify the
accuracy of all information  obtained,  and ask questions of and receive answers
from Destination or any persons  authorized to act on its behalf  concerning the
terms and conditions of this transaction.


Page 1 of 3 - MEMBERSHIP INTEREST SALE AGREEMENT                        12/6/05
PDX/112816/141153/CMW/1426128.1

                  2.2      Title.   THI  has,  and  upon  purchase   thereof  by
Destination pursuant to the terms of this Agreement  Destination will have, good
and marketable title to the Membership Interest,  free and clear of all security
interests, liens, pledges, encumbrances or other restrictions or claims, subject
only to  restrictions as to  marketability  imposed by securities laws and other
liens,  claims,  debts or matters within the actual knowledge of Destination and
its subsidiaries, affiliates and key personnel.

                  2.3      No Outstanding  Obligations.  THI represents  that it
has not  incurred  any  obligations  on behalf of  Destination  that are not now
reflected on the books and records of Destination.

         3.       Representations of Destination.  Destination represents to THI
that  upon  transfer  to THI of any  Microfield  shares  under the terms of this
Agreement,  THI will have good and marketable  title to such Microfield  shares,
free and clear of all security interests, liens, pledges,  encumbrances or other
restrictions or claims, subject only to restrictions as to marketability imposed
by securities laws.

         4.       Miscellaneous.

                  4.1      Further Documents.  Each of the parties hereby agrees
to execute and  deliver any and all  instruments  or  documents  and to take any
further action which may be or become necessary or appropriate to give effect to
the terms of this Agreement.

                  4.2      Waiver.  The  waiver  by any  party of any  breach or
default of the other  party  under this  Agreement  or the failure of a party to
exercise  any right,  power or remedy  shall not  operate or be  construed  as a
waiver of any subsequent breach or default by the other party.

                  4.3      Integration.   This  Agreement  contains  the  entire
agreement of the parties with  respect to the subject  matter of this  Agreement
and may be modified only by an agreement in writing signed by all parties.

                  4.4      Binding Effect.  This Agreement is legally  effective
and binding,  both upon the parties and upon their  respective  estates,  heirs,
legal representatives, successors and permitted assigns.

                  4.5      Governing Law. This Agreement shall be subject to and
governed by the laws of the State of Oregon.

                  4.6      Severability  of Agreement.  The parties  intend that
this be a binding and  enforceable  agreement.  If a provision or  provisions of
this  Agreement are invalid or  unenforceable,  the remainder of this  Agreement
shall be valid and enforceable without such provision or provisions.

                  4.7      Attorney  Fees.  If this  Agreement  is placed in the
hands of an attorney  due to a default in payment or  performance  of any of its
terms,  the  defaulting  party shall pay,  immediately  upon  demand,  the other
party's  reasonable  attorney fees and collection  costs, even though no suit or
action  is  filed  thereon,  and any  other  fees or  expenses  incurred  by the
non-defaulting party. If litigation is instituted arising directly or indirectly
out of this  Agreement,  the losing party shall pay to the prevailing  party the
prevailing party's reasonable attorney fees and court costs as determined by the
court, at trial or any appeal therefrom.


Page 2 of 3 - MEMBERSHIP INTEREST SALE AGREEMENT                        12/6/05
PDX/112816/141153/CMW/1426128.1

                  4.8      Counterparts.  This  Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original,  but all such counterparts shall together  constitute one and the same
instrument.  Facsimile  signatures shall be considered  original  signatures for
purposes of this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
the day and year first above written.

THURMAN HOLDINGS I,                          DESTINATION CAPITAL, LLC
LIMITED PARTNERSHIP                          By: Aequitas Capital Management,
By: Thurman Advisors, LLC, General Partner   Inc., its Manager


By:                                          By: /s/ ROBERT J. JESENIK
   ---------------------------------------      --------------------------------
         Managing Director                      Robert J. Jesenik, CEO






































Page 3 of 3 - MEMBERSHIP INTEREST SALE AGREEMENT                        12/6/05
PDX/112816/141153/CMW/1426128.1

EX-99.61

              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  THURMAN  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/ ROBERT J. JESENIK
   --------------------------------------------
   Robert J. Jesenik, CEO

THURMAN HOLDINGS I, LIMITED PARTNERSHIP
By: Thurman Advisors, LLC, its General Partner


By: /s/ THANE A. CLELAND
   --------------------------------------------
   Thane A. Cleland, Managing Director








PDX/112816/141153/DLH/1425531.1

EX-99.62

                                   ASSIGNMENT


         FOR VALUE  RECEIVED,  CHRISTENSON  LEASING  COMPANY,  LLC hereby sells,
assigns and  transfers  to the assignee set forth below all of the rights of the
undersigned  in and to the number of Warrant Shares (as defined in and evidenced
by Warrant No.  2005-W-102)  set opposite the name of such assignee below and in
and to the above-referenced Warrants with respect to said Warrant Shares:

Name of Assignee                Address                         Number of Shares
- ----------------                -------                         ----------------
Destination Capital, LLC        805 SW Broadway, Ste. 560       55,021
                                Portland, OR 97205


         If the total of said Warrant  Shares shall not be all such shares which
may be purchased  pursuant to the foregoing  Warrant,  the undersigned  requests
that a new Warrant  evidencing  the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of December 19, 2005.

         Name of holder of Warrant: CHRISTENSON LEASING COMPANY, LLC


                  Address: 805 SW Broadway, Ste. 560, Portland, OR 97205


                  Signature: /s/ ROBERT J. JESENIK
                            ----------------------------------------------
                  Title: CEO of Aequitas Capital Management, Inc., Manager



























PDX/112816/141153/DLH/1425624.1

EX-99.63

                                   ASSIGNMENT


         FOR VALUE  RECEIVED,  CHRISTENSON  LEASING  COMPANY,  LLC hereby sells,
assigns and  transfers  to the assignee set forth below all of the rights of the
undersigned  in and to the number of Warrant Shares (as defined in and evidenced
by Warrant Nos.  2004-W-45,  2005-W-48 and  2005-W-51)  set opposite the name of
such assignee below and in and to the above-referenced  Warrants with respect to
said Warrant Shares:

Name of Assignee                Address                         Number of Shares
- ----------------                -------                         ----------------
Destination Capital, LLC        805 SW Broadway, Ste. 560       506,250
                                Portland, OR 97205


         If the total of said Warrant  Shares shall not be all such shares which
may be purchased  pursuant to the foregoing  Warrant,  the undersigned  requests
that a new Warrant  evidencing  the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of December 19, 2005.

         Name of holder of Warrant: CHRISTENSON LEASING COMPANY, LLC


                  Address: 805 SW Broadway, Ste. 560, Portland, OR 97205


                  Signature: /s/ ROBERT J. JESENIK
                            ----------------------------------------------
                  Title: CEO of Aequitas Capital Management, Inc., Manager


























PDX/112816/141153/DLH/1411161.1

EX-99.64

                                   ASSIGNMENT


         FOR VALUE RECEIVED,  DESTINATION CAPITAL, LLC hereby sells, assigns and
transfers  to  the  assignee(s)  set  forth  below  all  of  the  rights  of the
undersigned  in and to the number of Warrant Shares (as defined in and evidenced
by Warrant No.  2005-W-100)  set opposite the name of such assignee below and in
and to the above-referenced Warrant with respect to said Warrant Shares:

Name of Assignee           Address                            Number of Shares
- ----------------           -------                            ----------------

Christenson Leasing        805 SW Broadway, Ste. 560          55,021
Company, LLC               Portland, OR 97205


         If the total of said Warrant  Shares shall not be all such shares which
may be purchased  pursuant to the foregoing  Warrant,  the undersigned  requests
that a new Warrant  evidencing  the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of December 15, 2005.

         Name of holder of Warrant: DESTINATION CAPITAL, LLC


                  Address: 805 SW Broadway, Ste. 560, Portland, OR 97205


                  Signature: /s/  ROBERT J. JESENIK
                            -----------------------------------------------
                  Title: CEO of Aequitas Capital Management, Inc., Manager



























PDX/112816/141153/DLH/1425622.1

EX-99.65

                                   ASSIGNMENT


         FOR VALUE RECEIVED,  DESTINATION CAPITAL, LLC hereby sells, assigns and
transfers  to  the  assignee(s)  set  forth  below  all  of  the  rights  of the
undersigned  in and to the number of Warrant Shares (as defined in and evidenced
by Warrant Nos.  2004-W-88 and 2005-W-89) set opposite the name of such assignee
below and in and to the  above-referenced  Warrants with respect to said Warrant
Shares:

Name of Assignee           Address                      Number of Shares
- ----------------           -------                      ----------------
JMW Group, LLC             805 SW Broadway, Ste. 560    168,750 (from 2004-W-88)
                           Portland, OR 97205

JMW Group, LLC             805 SW Broadway, Ste. 560    165,866 (from 2005-W-89)
                           Portland, OR 97205


         If the total of said Warrant  Shares shall not be all such shares which
may be purchased pursuant to the foregoing  Warrants,  the undersigned  requests
that a new Warrant  evidencing  the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of December 19, 2005.

         Name of holder of Warrant: DESTINATION CAPITAL, LLC


                  Address: 805 SW Broadway, Ste. 560, Portland, OR 97205


                  Signature: /s/ ROBERT J. JESENIK
                            ----------------------------------------------
                  Title: CEO of Aequitas Capital Management, Inc., Manager























PDX/112816/141153/DLH/1411163.1

EX-99.66

                                   ASSIGNMENT


         FOR VALUE RECEIVED,  DESTINATION CAPITAL, LLC hereby sells, assigns and
transfers  to  the  assignee(s)  set  forth  below  all  of  the  rights  of the
undersigned  in and to the number of Warrant Shares (as defined in and evidenced
by Warrant No.  2005-W-103)  set opposite the name of such assignee below and in
and to the above-referenced Warrant with respect to said Warrant Shares:

Name of Assignee           Address                            Number of Shares
- ----------------           -------                            ----------------

JMW Group, LLC             805 SW Broadway, Ste. 560          36,367
                           Portland, OR 97205


         If the total of said Warrant  Shares shall not be all such shares which
may be purchased  pursuant to the foregoing  Warrant,  the undersigned  requests
that a new Warrant  evidencing  the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of December 19, 2005.

         Name of holder of Warrant: DESTINATION CAPITAL, LLC


                  Address: 805 SW Broadway, Ste. 560, Portland, OR 97205


                  Signature: /s/  ROBERT J. JESENIK
                            ----------------------------------------------
                  Title: CEO of Aequitas Capital Management, Inc., Manager


























PDX/112816/141153/DLH/1425628.1

EX-99.67

                                   ASSIGNMENT


         FOR VALUE RECEIVED,  DESTINATION CAPITAL, LLC hereby sells, assigns and
transfers  to  the  assignee(s)  set  forth  below  all  of  the  rights  of the
undersigned  in and to the number of Warrant Shares (as defined in and evidenced
by Warrant No.  2005-W-100)  set opposite the name of such assignee below and in
and to the above-referenced Warrant with respect to said Warrant Shares:

Name of Assignee           Address                      Number of Shares
- ----------------           -------                      ----------------
JMW Group, LLC             805 SW Broadway, Ste. 560    89,771
                           Portland, OR 97205


         If the total of said Warrant  Shares shall not be all such shares which
may be purchased  pursuant to the foregoing  Warrant,  the undersigned  requests
that a new Warrant  evidencing  the right to purchase the balance of such shares
be issued in the name of, and delivered to, the undersigned at the undersigned's
address stated below.

         Dated as of December 19, 2005.

         Name of holder of Warrant: DESTINATION CAPITAL, LLC


                  Address: 805 SW Broadway, Ste. 560, Portland, OR 97205


                  Signature: /s/ ROBERT J. JESENIK
                            ----------------------------------------------
                  Title: CEO of Aequitas Capital Management, Inc., Manager

EX-99.68

                        ASSIGNMENT OF MEMBERSHIP INTEREST
                                       IN
                               ENERGY FUND II, LLC
                       AN OREGON LIMITED LIABILITY COMPANY


         FOR GOOD AND VALUABLE  CONSIDERATION,  Christenson Leasing Company, LLC
hereby  assigns and transfers to  Destination  Capital,  LLC 184 Units of Energy
Fund II, LLC (the  "Company")  which  represent  all of the Units of the Company
owned by Christenson Leasing Company, LLC.

         FOR GOOD AND VALUABLE  CONSIDERATION,  Destination Capital, LLC further
assigns and transfers to JMW Group,  LLC  ("Assignee") all such 184 Units of the
Company.

         Effective December 19, 2005.

CHRISTENSON LEASING COMPANY, LLC          DESTINATION CAPITAL, LLC
By: Aequitas Capital Management, Inc.,    By: Aequitas Capital Management, Inc.,
       its Manager                               its Manager


By: /s/ ROBERT J. JESENIK                 By: /s/ ROBERT J. JESENIK
   ------------------------------------      -----------------------------------
   Robert J. Jesenik, CEO                    Robert J. Jesenik, CEO

ACKNOWLEDGED AND ACCEPTED:

JMW GROUP, LLC
By: Aequitas Capital Management, Inc.,
       its Manager


By: /s/ ROBERT J. JESENIK
   ------------------------------------
   Robert J. Jesenik, CEO

         Pursuant to Article 8 of the  Operating  Agreement of the Company,  the
undersigned  Manager of the Company hereby approves the foregoing transfers of a
membership interest in the Company.

                                         AEQUITAS CAPITAL MANAGEMENT, INC.


                                         By: /s/ ROBERT J. JESENIK
                                            ------------------------------------
                                            Robert J. Jesenik, CEO

EX-99.69

                        ASSIGNMENT OF MEMBERSHIP INTEREST
                                       IN
                              CHRISTENSON GROUP LLC
                       AN OREGON LIMITED LIABILITY COMPANY


         FOR  GOOD  AND  VALUABLE   CONSIDERATION,   Destination   Capital,  LLC
("Assignor")  hereby  assigns  and  transfers  to JMW  Group,  LLC  ("Assignee")
1,678,609 Class A Units of Christenson Group LLC (the "Company") which represent
all of the Units of the Company owned by Assignor.

         As a  result  of  this  assignment  and  transfer,  Assignee  owns  all
outstanding Units of the Company (6,409,593 Class A Units).

         Effective December 19, 2005.

                                         DESTINATION CAPITAL, LLC
                                         By: Aequitas Capital Management, Inc.,
                                                its Manager


                                         By: /s/ ROBERT J. JESENIK
                                            ------------------------------------
                                            Robert J. Jesenik, CEO
ACKNOWLEDGED AND ACCEPTED:

JMW GROUP, LLC
By: Aequitas Capital Management, Inc., its Manager


By: /s/ ROBERT J. JESENIK
   --------------------------------------------------
   Robert J. Jesenik, CEO


























PDX/112816/141153/DLH/1411175.1

EX-99.70

                           UNIT CONTRIBUTION AGREEMENT

         THIS AGREEMENT is made  effective  December 20, 2005 by and between JMW
Group, LLC ("JMW") and Aequitas Capital Management,  Inc., an Oregon corporation
("ACM").

                                    RECITALS:
                                    ---------

         A. JMW is the parent company of ACM and owns  approximately  99.99%% of
the  outstanding  shares  of ACM.  JMW is also the sole  member  of  Destination
Capital, LLC ("Destination") and owns all of the outstanding membership units of
Destination.

         B. JMW and ACM have determined that it is in the best interests of JMW,
its affiliates  and owners to  restructure  the ownership of Destination so that
Destination is a wholly-owned subsidiary of ACM.

                                   AGREEMENT:
                                   ----------

         1.  Transfer  of Units.  JMW hereby  assigns and  transfers  to ACM all
outstanding  Units of  Destination as follows:  (a) 8,024 Common Units,  and (b)
212.76596 Preferred Units.

         2.  Consideration.  In exchange for the Units  transferred  to ACM, ACM
agrees to issue to JMW one (1) share of ACM common stock.

         3. JMW Representations.  JMW represents and warrants to ACM that it has
full,  complete and  unrestricted  legal right,  power and  authority to assign,
transfer and deliver the  Destination  Units  pursuant to this  Agreement.  As a
result of this transfer, ACM will acquire good, absolute and marketable title to
the Units so transferred,  free and clear of any lien, pledge, security interest
or other encumbrance.

         4. Miscellaneous.

                  4.1  Waiver.  The waiver by any party of any breach or default
by another  party under this  Agreement  or the  failure to exercise  any right,
power or remedy  occurring  to a party  shall not operate or be  construed  as a
waiver of any subsequent breach or default by such party.

                  4.2 Integration.  This Agreement embodies the entire agreement
of the parties as to the subject  matter hereof.  There are no promises,  terms,
conditions or  obligations  other than those  contained  herein.  This Agreement
supersedes all prior  communications,  representations or agreements,  verbal or
written,  between the parties  hereto and shall not be amended except in writing
subscribed to by the parties hereto.

                  4.3 Binding  Effect.  This Agreement is legally  effective and
binding,  both upon the parties and upon their respective estates,  heirs, legal
representatives, successors and permitted assigns.

                  4.4  Severability.  The parties  intend that this be a binding
and  enforceable  agreement.  If a provision or provisions of this Agreement are
invalid or  unenforceable,  the remainder of this  Agreement  shall be valid and
enforceable without such provision or provisions.

Page 1 of 2--UNIT CONTRIBUTION AGREEMENT                                12/20/05
PDX/112816/141153/DLH/1411170.1

                  4.5  Attorney  Fees.  Should  arbitration,  suit or  action be
instituted arising out of any portion of this Agreement,  the losing party shall
pay to the prevailing party reasonable  attorneys' fees and costs to be fixed by
the arbitrator or trial court  (including any bankruptcy  proceeding) and by the
appellate court in the event of any appellate proceeding.

                  4.6 Survival.  The warranties,  representations  and covenants
contained in or made pursuant to this Agreement  shall survive the execution and
delivery of this Agreement and the closing.

                  4.7 Law and  Venue.  This  Agreement  shall be  subject to and
governed by the laws of the State of Oregon,  irrespective  of the  residence of
the  parties  at  the  present  time  or  hereafter.   Each  party  consents  to
jurisdiction and venue in Multnomah County Circuit Court.

                  4.8  Counterparts  and  Facsimiles.   This  Agreement  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 Agreement.

         IN WITNESS  WHEREOF,  this Agreement is executed as of the day and year
first written above.

JMW GROUP, LLC
By: Aequitas Capital Management, Inc., its Manager


By: /s/ ROBERT J. JESENIK
   -----------------------------------------
   Robert J. Jesenik, CEO

AEQUITAS CAPITAL MANAGEMENT, INC.


By: /s/ ROBERT J. JESENIK
   -----------------------------------------
   Robert J. Jesenik, CEO



















Page 2 of 2--UNIT CONTRIBUTION AGREEMENT                                12/20/05
PDX/112816/141153/DLH/1411170.1

EX-99.71

                        ASSIGNMENT OF MEMBERSHIP INTEREST
                                       IN
                            DESTINATION CAPITAL, LLC
                       AN OREGON LIMITED LIABILITY COMPANY


         FOR GOOD AND VALUABLE CONSIDERATION,  JMW Group, LLC hereby assigns and
transfers to Aequitas Capital Management,  Inc.  ("Assignee") 8,024 Common Units
and 212.76596 Preferred Units of Destination Capital, LLC (the "Company").

         The  consideration  for  this  Assignment  is as set  forth in the Unit
Contribution Agreement of even date herewith.

         Effective December 20, 2005.


                                 JMW GROUP, LLC
                                 By: Aequitas Capital Management, Inc.,
                                        its Manager

                                 By: /s/ ROBERT J. JESENIK
                                    -----------------------------------------
                                    Robert J. Jesenik, CEO

         Pursuant to Article 10 of the Amended and Restated Operating  Agreement
of the  Company,  the  undersigned  Manager of the Company  hereby  approves the
foregoing transfer of a membership interest in the Company. Upon execution of an
Admission  Agreement  satisfactory  to the  undersigned,  the Assignee  shall be
admitted as a Substitute Member of the Company effective December 20, 2005.

                                 AEQUITAS CAPITAL MANAGEMENT, INC.


                                 By:
                                    -----------------------------------------
                                    Robert J. Jesenik, CEO























PDX/112816/141153/DLH/1411196.1