Effective Date Uses in Amendment to Article 2 Clause

Amendment to Article 2 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 Article 2. As of the Effective Date, Article 2 of the Employment Agreement is amended to read as follows: "2. Employment. The Company hereby employs the Executive as its Executive Vice President of Operations; and the Executive hereby accepts such employment on the terms and conditions hereinafter set forth."