Board Uses in Amendment to Section 4.1 Clause

Amendment to Section 4.1 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 to Section 4.1. As of the Effective Date, the first three sentences following is substituted therefor: "The Executive shall be responsible for supply chain, manufacturing, service and support, facilities and establishment and maintenance of the test site. The Executive shall perform such duties hereunder and such additional and different duties as he shall from time to time be assigned by the Board, consistent with the general level and type of duties and responsibilities associated with the position of an Executive Vice President of a publicly traded corporation of the size, type and nature of the Company. The Executive shall to the CEO and the Board, and/or if such position shall exist, the Chief Operating Officer of the Company ("COO"), and shall take direction from the CEO, COO and the Board."