AMENDMENT NO. 3 TO PLACEMENT AGENCY AGREEMENT

Exhibit 10.5

AMENDMENT NO. 3 TO PLACEMENT AGENCY AGREEMENT

THIS AMENDMENT NO. 3 TO PLACEMENT AGENCY AGREEMENT (this “Amendment”), is made and entered into as of March 8, 2010, by and among HELIX WIND CORP. (the “Company) and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLC (“▇▇▇▇▇▇▇▇”). Each of the Company and ▇▇▇▇▇▇▇▇ is a “Party” and sometimes they are referred to, collectively, as the “Parties”.

RECITALS

WHEREAS, the Parties entered into that certain Placement Agency Agreement dated August 4, 2009,  an Amendment No. 1 to the Placement Agency Agreement dated August 28, 2009 and  an Amendment No. 2 to the Placement Agency Agreement dated February 3, 2010 (the “Agreement”), and now desire to amend the Agreement, as more fully set forth herein; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Amendments to Agreement.  The Company and ▇▇▇▇▇▇▇▇ hereby amend the Agreement as follows:

(a) Section 2 of the Agreement is hereby amended by the addition of the following sentence:

The Company will also issue to ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇’▇ designees, One Million Five Hundred Thousand  (1,500,000) shares of restricted Common Stock, of the Company, which shall be irrevocable by the Company for business consulting advice provided by ▇▇▇▇▇▇▇▇, upon request by the Company, from time to time.

2. No Other Amendments to Agreement.  Except as specifically set forth in this Amendment, the Agreement shall remain in full force and effect, with out any amendment or modification thereto.

3. Counterparts and Facsimile Signatures.  This Amendment may be executed in any number of counterparts, and signature pages may be delivered by telecopy, with the original executed signature pages to be furnished promptly thereafter.

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IN WITNESS WHEREOF, and intending to be legally bound thereby, each of the Parties has signed or caused to be signed its name, all as of the day and year first above written.

HELIX WIND CORP.	▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLC
By:  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇	By:  /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman, Chief Executive Officer	Managing Director, Investment Banking
and President

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