helix_8k-ex1004.htm

 

    
      

    

    Exhibit 10.4

     

    
      AMENDMENT
TO NOTE AND WARRANT PURCHASE AGREEMENT

      


      This Amendment (this “Amendment”) to Note and
Warrant Purchase Agreement is entered into effective as of February 4, 2010
between Helix Wind, Corp., a Nevada corporation (the “Company”), and St. George
Investments, LLC, an Illinois limited liability company (“Investor”).

       

      A.      
Effective
as of January 27, 2010, the Company and Investor entered into that certain Note
and Warrant Purchase Agreement (the “Original Agreement”) whereby
Investor acquired a Convertible Secured Promissory Note and a Warrant to
purchase 300,000 shares of the Company’s common stock from the
Company.

       

      B.      
Pursuant
to Section 8(a) of the Original Agreement, the parties hereto desire to amend
the Original Agreement to accelerate the Second Closing and increase the number
of shares acquired by Investor.

       

      NOW
THEREFORE, intending to be legally bound, and in consideration of the mutual
promises, covenants, and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

       

      1.      
Definitions and
Recitals.  Capitalized terms used in this Amendment but not
otherwise defined have the respective meanings set forth in the Original
Agreement.  The recitals set forth above are incorporated in this
Amendment by reference and made contractual in nature.

       

      2.      
Acceleration of the Second
Closing. The phrase “no sooner than thirty (30) days but no later than
thirty-five (35) days from the Initial Closing Date” in Section 1(e) of the
Original Agreement shall be replaced with “on or before February 10,
2010.”

       

      3.      
Increase in Shares.
The term “50,000” shall be replaced with the term “60,000” in Section 1(e)(ii)
of the Original Agreement.

       

      4.      
Other Terms
Unchanged. The Original Agreement, as amended by this Amendment, remains
and continues in full force and effect, constitutes a legal, valid, and binding
obligation of each party thereto, and is in all respects agreed to, ratified,
and confirmed. Any reference to the Original Agreement after the date of this
Amendment is deemed to be a reference to the Original Agreement as amended by
this Amendment.  If there is a conflict between the terms of this
Amendment and the Original Agreement, the terms of this Amendment shall
control.

       

      5.      
Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement.

       

      6.      
Governing
Law.  This Agreement shall be governed by, construed and
enforced in accordance with the internal laws of the State of Illinois
applicable to contracts made in Illinois by Illinois domiciliaries to be wholly
performed in Illinois.

       

      [Remainder
of page intentionally left blank]

       


      
        
          
            [Signature
Page to Amendment to Note and Warrant Purchase Agreement]

          

           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the parties hereto
have duly executed this Amendment to be effective as of the date first set forth
above.

       

      
        	 
      	 
      
	 
      	
                THE COMPANY:

              
	 
      	
                HELIX WIND,
      CORP.,

              
	 
      	
                a
      Nevada corporation

              
	 	 
	 
      	
                By:     /s/ Ian
      Gardner                                               
      

              
	 
      	
                Name:  Ian Gardner

              
	 
      	
                Title:    CEO

              
	 
      	 
      
	 
      	
                THE INVESTOR:

              
	 
      	 
      
	 
      	
                ST. GEORGE INVESTMENTS,
      LLC,

              
	 
      	
                an
      Illinois limited liability company

              
	 	 
	 
      	
                By:     /s/ John M.
      Fife                                             
      

              
	 
      	
                John
      M. Fife, Manager

              


      

      


      


      ACKNOWLEDGED
AND AGREED:

      


      


      By:  /s/ Ian
Gardner                                                


      Ian Gardner, an
individual

      


      


      BLUEWATER
PARTNERS, S.A.

      


      By:  /s/ Myron
Gushlak                                    


      Name: 
Myron
Gushlak

      Its:  
Managing
Director