$150,000 Uses in Amendment of Section 5.1 Clause

Amendment of Section 5.1 from Amendment to Employment Agreement

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "First Amendment") is made this 2nd day of May, 2011, by and between XZERES WIND CORP., a Nevada corporation (the "Company") having its principal place of business at 9025 SW Hillman Court, Building 36, Suite #3126, Wilsonville, Oregon 97070 and CLAYTON WOOD (the "Executive") residing at 3434 Nealameda, Portland, OR 97212.

Amendment of Section 5.1. As of the Effective Date, Section 5.1 of the Employment Agreement is amended by deleting the sum of "One Hundred Fifty Thousand ($150,000) Dollars" set forth therein and substituting therefor the sum of "One Hundred Twenty-Five ($125,000) Dollars".