August 2, 2005
Xx. Xxxxxx Xxxxxxx
Agent
Energy Fund II, LLC.
c/o Aequitas Capital Management
The Fox Tower
000 XX Xxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxx,
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, XXX 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/ XXXXXX X. XXXXXXX
-----------------------------
Xxxxxx X. Xxxxxxx
CEO
Executed on August 4 , 2005 on behalf of Energy Fund II, LLC:
-----------------
/s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Agent
PDX/112816/141153/DLH/1385586.1
