EXHIBIT
10.2

    WAIVER
AGREEMENT

    


    THIS WAIVER AGREEMENT (“Agreement”) is
made and entered into as of the 13th day of
May, 2009, by and among Juhl Wind, Inc. (the “Company”) and those purchasers
(the “Purchasers”) of Series A Preferred Shares pursuant to that certain
Securities Purchase Agreement dated as of June 24, 2008.

    


    WHEREAS,
the Company and the Purchasers entered into that certain Amendment Agreement
dated March 27, 2009 (the “Amendment Agreement”), whereby the Company agreed to
respond to comments from the Securities and Exchange Commission to its amended
registration statement within 10 business days of receipt thereof;

    


    WHEREAS,
the Company received comments to its amended registration statement from the
Securities and Exchange Commission on April 30, 2009 (the “April 30 SEC
Comments”), and under the terms of the Amendment Agreement, the Company is
obligated to respond to the April 30 SEC Comments no later than May 14,
2009;

    


    WHEREAS,
the parties desire to waive certain terms in the Amendment Agreement in
consideration for certain covenants of the Company.

    


    NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein,
the parties hereby agree as follows:

    


    1.           Capitalized
terms used and not defined herein shall have the meanings ascribed to them in
the Amendment Agreement.

    


    2.           The
Purchasers agree to waive the requirement set forth in Section 2(c)(ii) of the
Amendment Agreement which states that the Company must respond to any subsequent
SEC Comments within 10 business days solely as it relates to the April 30 SEC
Comments.

    


    3.           The
Company agrees to respond to the April 30 SEC Comments and file its amended
registration statement no later than Wednesday, May 20, 2009.

    


    4.           Except
as expressly modified herein, the Amendment Agreement is and remains in full
force and effect.

    


    5.           Except
as specifically provided in paragraph 2, nothing contained herein shall be
construed as waiving any default under the Amendment Agreement or will affect or
impair any right, power, or remedy of the parties under or with respect to the
Amendment Agreement.

    


    6.           This
Waiver Agreement may be executed by transmission of facsimile or digital
signatures and in multiple counterparts, each of which will be deemed an
original and all of which together will constitute one and the same
instrument.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the Company and the Purchasers have agreed to the terms herein
and this Waiver Agreement is effective as of May 13, 2009.

    


    THE
COMPANY:

    


    
      
        	 
      	
                JUHL
      WIND, INC.

              
	 
      	 
      
	 
      	
                /s/John P. Mitola

              	 
      
	 
      	
                By:

              	
                John
      P. Mitola

              
	 
      	
                Title:

              	
                President

              


      

    

    


    THE
PURCHASERS:

    


    
      
        	 
      	
                VISION
      OPPORTUNITY MASTER FUND, LTD.

              
	 
      	 
      
	 
      	
                /s/Adam Benowitz

              	 
      
	 
      	
                By:

              	
                Adam
      Benowitz

              
	 
      	
                Title:

              	
                Portfolio
      Manager

              


      

    

    


    
      
        
          	 
      	
                  DAYBREAK
      SPECIAL SITUATIONS MASTER FUND, LTD.

                
	 
      	 
      
	 
      	
                  /s/Larry Butz

                	 
      
	 
      	
                  By:

                	
                  Larry
      Butz

                
	 
      	
                  Title:

                	
                  Managing
      Partner

                


        

      

    

    


    
      	 
      	
              IMTIAZ
      KHAN

            
	 
      	 
      
	 
      	
              /s/Imtiaz Khan

            	 
      


    

    


    
      	 
      	
              BRUCE
      MEYERS

            
	 
      	 
      
	 
      	
              /s/ Bruce Meyers