0001255294-10-000756 Sample Contracts

STOCK OPTION AGREEMENT
Xzeres Wind Corp. • August 30th, 2010 • Xzeres Wind Corp. • Engines & turbines • Nevada

THIS OPTION AGREEMENT (this "Agreement") is made and entered into this 25th day of August, 2010, by and between XZERES WIND CORP., a Nevada corporation (the "Company"), and FRANK GRECO (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the 2010 STOCK OPTION PLAN OF XZERES WIND CORP. (the "Plan"). The Plan, as amended from time to time, and all of its terms, are hereby incorporated herein by reference. All capitalized terms used herein not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.

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XZERES WIND CORP. INCENTIVE STOCK OPTION AGREEMENT
Xzeres Wind Corp • August 30th, 2010 • Xzeres Wind Corp. • Engines & turbines • Nevada

THIS OPTION AGREEMENT (this "Agreement") is made and entered into this 25th day of August, 2010, by and between XZERES WIND CORP., a Nevada corporation (the "Company"), and FRANK GRECO (the "Optionee"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the 2010 STOCK OPTION PLAN OF XZERES WIND CORP. (the "Plan"). The Plan, as amended from time to time, and all of its terms, are hereby incorporated herein by reference. All capitalized terms used herein not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2010 • Xzeres Wind Corp. • Engines & turbines • Oregon

THIS EMPLOYMENT AGREEMENT is made this 25th day of August, 2010, by and between XZERES WIND CORP., a Nevada corporation (the "Company") having its principal place of business at 1500 SW First Avenue, Suite 910, Portland, OR 97201 and FRANK GRECO (the "Executive") residing at 9221 East Wood Drive, Scottsdale, Arizona 85260.

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