VU1
CORPORATION

    


    AMENDMENT
NO. 1

    TO

    SECURED
CONVERTIBLE GRID PROMISSORY NOTE

    


    This
Amendment No. 1 to Secured Convertible Grid Promissory Note (this “Amendment”) is entered into as
of August 31, 2009 and amends that certain Secured Convertible Grid Promissory
Note dated June 8, 2009 (the “Original Note”) issued by Vu1
Corporation, a California corporation (the “Company”), to Full Spectrum
Capital LLC, a Washington limited liability company (the “Holder”). All capitalized
terms used in this Amendment but not defined herein have the meanings ascribed
to them in the Original Note.

    


    In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

    


    1.           Extension
of Time for Making Advances and Other Dates.  The Company and
Holder desire to extend the time for Holder to make additional advances to the
Company from August 31, 2009 to October 31, 2009, and to make corresponding
changes to other dates in the Original Note with respect to quarterly interest
payments, Maturity Date, Second Loan and right of first
refusal.  Accordingly, the following sections of the Original Note are
hereby amended as follows:

    


    (a)           The
third sentence of Section 1 (Advances; Schedule A) is amended to read as follows
(changes marked):

    


    “The
Holder may make one or more advances to the Company under this Note at any time
on or prior to October August 31, 2009,
in such amounts and at such times as it determines; provided, however, that each
such advance shall be in a minimum amount of $250,000.”

    


    (b)           Section
2(b) (Quarterly Payments of Interest) is amended to read as follows (changes
marked):

    


    “The
Company shall make quarterly payments of accrued and unpaid interest only,
beginning on December October 1, 2009,
and on the first business day of each consecutive calendar quarter
thereafter.”

    


    (c)           Section
3(a) (Maturity Date) is amended to read as follows (changes
marked):

    


    “Unless
earlier paid in full or converted pursuant to the terms of this Note, the entire
unpaid principal sum of this Note, together with accrued and unpaid interest
thereon, shall become immediately due and payable on the 18-month anniversary of
(i) August 31,
2009, in the event Holder advances less than $5,000,000 under this Note by
August 31, 2009 or (ii) October 31, 2009, in the event Holder
advances $5,000,000 or more under this Note by August 31, 2009, or
(iii) such later
date as determined by mutual agreement of the Company and Holder (the “Maturity Date”).”

     

    
      
         

      

      
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    (d)           The
first sentence of Section 11 (Second Loan) is amended to read as follows
(changes marked):

    


    “In the
event Holder advances at least $3,000,000 to the Company by October
August 31, 2009
pursuant to this Note, Holder will have the transferable and assignable right to
make a “Second Loan” to the Company.”

    


    (e)           The
last sentence of Section 12 (Right of First Refusal) is amended to read as
follows (changes marked):

    


    “The
rights granted under this Section terminate automatically in the event Holder
does not advance a minimum of $3,000,000 under this Note by October
August 31, 2009,
(b) Holder does not provide notice to the Company of its commitment to fund a
minimum of $5,000,000 pursuant to the Second Loan by January 15, 2010, or (c)
Holder does not fund a minimum of $5,000,000 pursuant to the Second Loan by
February 28, 2010.”

    


    2.           Change in
Conversion Price.  Section 4(a) (Conversion Right) is hereby
amended to read as follows (changes marked):

    


    “The
Holder shall have the right, but not the obligation, from time to time and at
any time, to convert all or any portion of the then aggregate outstanding
principal amount of this Note (plus, with the consent of the Company, accrued
and unpaid interest) into fully-paid and non-assessable shares of common stock
of the Company, at a conversion rate equal to the lesser of
(i) $0.40 per share or (ii), if the Company completes an equity
or convertible debt financing approved by the Board, the per share purchase
price or conversion price in such financing.”

    


    3.           Effect of
Amendment.  Except as amended by this Amendment, the terms of
the Original Note remain in full force and effect as though set forth in full
herein.

    


    4.           Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.  Facsimile execution and delivery of this Amendment, or
delivery by electronic mail in .PDF format, is legal, valid and binding for all
purposes.

    


     

    [Remainder
of Page Intentionally Left Blank; Signature Page Follows.]

     

    
      
         

      

      
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    EXECUTED
as of the date and year first written above.

    


    COMPANY:

     

    
      
        	 	VU1
      CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Richard
      Herring	 
	 	 	Richard
      Herring	 
	 	 	Chief
      Technology Officer	 
	 	 	 	 


      

    

     

    HOLDER:

     

    
      
        	 	FULL
      SPECTRUM CAPITAL LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ R.
      Gale Sellers	 
	 	 	R.
      Gale Sellers	 
	 	 	Manager	 
	 	 	 	 


      

    

     

    
      
         

      

      
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