fiscal quarter Uses in Addition of Section 5.3 Clause

Addition of Section 5.3 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.

Addition of Section 5.3. The following is added as Section 5.3 of the Employment Agreement. "5.3 Special Bonus. Within ninety (90) days after the end of a fiscal quarter of the Company in which the Company first reports positive net income under generally accepted accounting principles, the Executive shall be paid a one-time bonus of Twenty-Five Thousand ($25,000) Dollars."