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








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