Unassociated Document


    Executive
      Employment Agreement

    


    This
      Executive Employment Agreement (“Agreement”) is made as of the ___ day of
      ____________ 2008 between Juhl Energy Development Inc (the “Company”) and Dan
      Juhl (“Employee”).

    


    WITNESSETH:

    


    WHEREAS,
      the Company and certain of its affiliates is to be acquired by a public shell
      and the resulting public company will be named Juhl Wind Inc. (the Reverse
      Takeover “RTO”) in a transaction fully described in the attached Term
      Sheet;

    


    WHEREAS,
      this Agreement will apply to the Company and to Juhl Wind Inc. and any successor
      companies;

    


    WHEREAS,
      the Company is in the business of developing, managing and selling wind power
      projects (the “Business”); 

    


    WHEREAS,
      Employee is currently the Chairman and Chief Executive Officer (“CEO”) of the
      Company and desires to continue in that role following the RTO for the terms
      hereof to govern his activities with the Company; 

    


    WHEREAS,
      Company desires to employ Employee as CEO of the Company and define the terms
      and nature of their relationship, and Employee desires to be employed by the
      Company upon the terms and conditions stated herein; 

    


    WHEREAS,
      the Company wishes to protect its Confidential Information (as defined herein)
      and to restrict certain future solicitation and competition by Employee;


    


    WHEREAS,
      Employee's execution of this Agreement is a requirement of Employee's employment
      with the Company; and

    


    WHEREAS,
      the parties hereto agree that this Agreement shall supersede any other
      agreements regarding Employee’s provision of services to the
      Company.

    


    NOW,
      THEREFORE, in
      consideration of the premises, in further consideration of Employee’s employment
      by Company, and for other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, Company and Employee hereby agree
      as
      follows:

     

    
      
        
        

      

      
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    1. Incorporation
      of Recitals.

    


    The
      above
      recitals are, and shall be construed to be, an integral part of this Agreement.
      The parties hereto acknowledge and agree that this Agreement formalizes in
      writing certain understandings and procedures which shall be in effect during
      the Term of Employee’s employment with the Company.

    


    2. Term
      of Agreement.

     

    The
      term
      of this Agreement shall be for a period of approximately three (3) years and
      six
      (6) months commencing on the Closing Date of the RTO and continuing through
      December 31, 2011 (“Term”).

    


    3. Scope
      of Employment.

    


    A. Employee’s
      commencement of employment with the Company shall be conditioned upon and
      subject to the satisfactory completion of a background check and a drug
      screening test if elected by the Company, the expense of which shall be borne
      by
      the Company. 

    


    B. The
      Company agrees that during the Term of this Agreement, the Company shall employ
      Employee as CEO to perform the services identified on Exhibit A and such other
      duties which are of the type and nature normally assigned to such employees
      of a
      business of the size, stature, and nature of the Company, as the Board of
      Directors of the Company may from time to time assign. The CEO will also be
      a
      member of the Board of Directors through the Term of this Agreement and while
      the CEO remains employed by the Company. 

     

    C. Employee
      hereby accepts such employment and agrees that during the Term of this Agreement
      that: 

    


    (i) Employee
      will perform such duties in the foregoing capacity, and agrees that fiduciary
      duties normally applicable to officers, including, without limitation, those
      of
      loyalty and due care, shall be applicable to Employee;

    


    (ii) Employee
      will devote his working time and attention, as well as his best efforts and
      abilities to the performance of his duties hereunder and to the affairs of
      the
      Company, and shall not engage in any other gainful employment or other provision
      of services to a third party, or other commercial or business activity without
      the prior written consent of the Company;

    


    (iii) Employee
      will not engage in any other activities which conflict, interfere with or
      otherwise adversely affect in any way the proper discharge of his duties
      hereunder and compliance with the covenants of Employee contained
      herein;

    


    (iv)
       Employee
      will not enter into contracts or commitments on behalf of the Company without
      the prior written authorization of the Board of Directors, and Employee
      acknowledges and agrees that he shall not have any authority to do so without
      such prior consent; and

    


    (v) Employee
      will comply with all lawful policies which from time to time may be in effect
      at
      the Company or adopted by the Company and conveyed to Employee.

    


    4.
      Compensation.

     

    
      
        
        

      

      
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    As
      compensation for the services to be performed by Employee hereunder, the Company
      agrees to pay to Employee, and Employee agrees to accept, the
      following:

    


    A.
       Salary.
      During the first year of the Term, the Company will pay the CEO a monthly salary
      of Fourteen Thousand Five Hundred Eighty-three Dollars ($14,583) to be paid
      on
      the first day of each month in advance as salary for that month. During the
      second year of the Term, the Company will pay the CEO a monthly salary of
      Sixteen Thousand Six Hundred Sixty-six Dollars ($16,667) to be paid on the
      first
      day of each month in advance as salary for that month. During the remaining
      portion of the Term, the Company will pay the CEO a monthly salary of Eighteen
      Thousand Seven Hundred Fifty Dollars ($18,750) to be paid on the first day
      of
      each month in advance as salary for that month. 

    


    B. Performance
      Bonus. The Company will pay the CEO an annual performance bonus pursuant to
      the
      terms of certain goals as established by senior management and approved by
      the
      Board of Directors. The CEO’s Performance Bonus may equal a maximum of 100% of
      his annual salary then in effect. 

     

    C. Employee
      Benefits. In addition to Employee’s compensation, the Company shall make
      available to such Employee, subject to change at any time by senior management
      and approved by the Board of Directors, during the Term hereof:

    


    (i) Participation
      in any plans, to the extent such plans are available to all similarly situated
      employees (unless restricted due to Employee’s income level), which are from
      time to time offered to the Company’s employees with respect to group health,
      life, accident and disability insurance or payment plans, retirement plans,
      profit sharing or similar employee benefits, if any, and subject to the
      satisfaction of insurance underwriting requirements; provided, however, that
      the
      Company may elect to provide cash compensation to cover individually purchased
      benefits in lieu of establishing corporate plans;

    


    (ii) Twenty
      days of paid annual vacation, accrued based upon time employed (i.e. accrued
      at
      a rate of 12⁄3 days per month), as well as 10 days of personal time, plus paid
      holidays designated as such by the Company;

    


    (iii) Automobile
      allowance in the amount of $750 per month;

    


    (iv) The
      Company shall reimburse Employee for all reasonable and necessary business
      expenses incurred by Employee in connection with Employee’s performance of
      services hereunder as soon as practicable in accordance with the Company’s
      reimbursement policy following submission to the Company by Employee of a
      written itemized account of such expenditures, together with receipts therefor,
      all in accordance with the Company’s policy and with applicable law, rules and
      regulations governing deductibility of such amounts under the Internal Revenue
      Code of 1986, as amended; and

    


    (v) Other
      fringe benefits regularly provided to the similarly situated employees of the
      Company.

     

    5. Termination.

     

    
      
        
        

      

      
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    A. Termination
      by the Company with Cause. The Company may terminate Employee’s employment with
“Cause” as hereafter defined in this section upon written notice. “Cause” shall
      mean Employee’s: (i) conviction of, or indictment for, criminal negligence or
      criminal acts in the work place or conviction of a felony, (ii) violation of
      the
      Company’s material policies or procedures that have been made known to Employee,
      or violation by Employee on Company premises of any law or material regulation,
      (iii) material breach or violation of this Agreement, (iv) commission of any
      act
      of theft, fraud, dishonesty, or falsification of any employment or Company
      records, (v) appropriation of a business opportunity or transaction in
      contravention of Employee’s duties to the Company, (vi) any improper action by
      Employee which has a detrimental effect on the Company’s reputation or business,
      (vii) failure to perform the duties assigned or requested by the Board of
      Directors, or (viii) gross negligence, incompetence or willful misconduct by
      Employee in the performance of Employee’s duties. In the event that Employee is
      terminated with “Cause,” Employee shall only be entitled to the payment of
      Employee’s then-current accrued, unpaid Compensation and accrued unused
      vacation, each prorated through the date of termination. In the case of an
      event
      of Cause under clauses (ii), (iii), (vi) or (vii), with the exception of any
      such events of Cause arising from breach of any of the provisions of Sections
      (i), (iv), (v) or (viii) hereof, Employee shall be provided the opportunity
      to
      cure such event within a reasonable time following written notice thereof and
      not to exceed thirty (30) days following such notice (the “Cure Period”), and if
      the Employee desires to effect a cure to same then Employee shall provide the
      Company with written notice within five business days following receipt of
      notice of Cause of such desire, and in the absence of such cure by Employee
      within the Cure Period Employee shall be deemed terminated upon the expiration
      of the Cure Period unless otherwise mutually agreed in writing. However,
      notwithstanding the foregoing, Employee shall not be provided the opportunity
      pursuant to the foregoing sentence to cure Employee’s repeated or persistent
      actions, failures or omissions occurring within a three month period which
      constitute Cause (in the absence of cure) hereunder and which would otherwise
      be
      curable but for such reoccurrence. 

    


    B. Termination
      by Employee for Good Reason. Employee may terminate his employment hereunder
      for
      Good Reason. “Good Reason” shall mean (i) a material diminution of Employee’s
      employment duties without Employee’s consent, which consent shall not be
      unreasonably withheld; or (ii) a material and persistent breach by the Company
      of Section 4 hereof. Employee shall provide the Company thirty (30) days prior
      written notice of his intention to resign for Good Reason which states his
      intention to resign and sets forth the reasons therefor, and any resignation
      without delivery of such notice shall be considered to be a resignation for
      other than Good Reason. In the event that Employee terminates his employment
      pursuant to this section, Employee shall be entitled to (i) payment of
      Employee’s then-current accrued, unpaid Compensation and accrued, unused
      vacation, each prorated through the date of termination, and (ii) an amount
      in
      respect of individual severance pay equivalent to 90 days of the then current
      full year compensation. During the thirty (30) day period following the delivery
      of such notice, Employee shall reasonably cooperate with the Company in locating
      and training Employee’s successor and arranging for an orderly transference of
      his responsibilities. 

    


    C. Termination
      Due to Employee’s Death or Disability. In the event that this Agreement and
      Employee’s employment is terminated due to Employee’s death or disability,
      Employee (or Employee’s legal representatives) shall be paid Employee’s
      then-current unpaid compensation and accrued, unused vacation, each prorated
      through the date of termination. For purposes of this Agreement, the term
“disability” shall mean the mental or physical inability to perform
      satisfactorily the essential functions of Employee’s full-time duties, with or
      without a reasonable accommodation, as determined by a physician mutually agreed
      by the Company and Employee, such agreement not to be unreasonably withheld;
      provided, however, that any disability which continues (subject to any
      requirements of applicable law) for one hundred and twenty (120) days (whether
      or not consecutive) in any twenty-four (24) month period shall be deemed a
      total
      and permanent disability.

     

    
      
        
        

      

      
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    6. Representations,
      Warranties and Certain Covenants of Employee.

    


    Employee
      hereby represents, warrants and covenants to the Company that:

    


    A. Employee
      is not subject to any agreement, including any confidentiality,
      non-solicitation, non competition, or invention assignment, agreement or other
      restrictive covenant, whether oral or written, which would in any way restrict
      or prohibit Employee’s ability to execute this Agreement, perform Employee’s
      obligations under this Agreement or otherwise comply with the terms of this
      Agreement;

    


    B. Employee
      has respected and at all times in the future will continue to respect the rights
      of Employee’s previous employer(s) in trade secret and confidential information
      in accordance with applicable agreements, if any, and applicable
      law;

    


    C. Employee
      has left with Employee’s previous employers all proprietary documents, computer
      software programs, computer discs, customer lists, and any other material which
      is proprietary to Employee’s previous employer(s), has not taken copies of any
      such materials and will not remove or cause to be removed any such material
      or
      copies of any such material from such previous employer(s) in violation of
      Employee’s agreements, if any, with previous employers;

    


    D. Employee
      has not done, and hereafter will not do anything, by contract or otherwise,
      which would impair the rights of the Company in and to any Company Developments
      (as defined below), the Company Materials (as defined below), or the ability
      of
      Employee to perform Employee's obligations under this Agreement;

    


    E. Employee
      shall not, during the term of his employment with the Company, do anything
      or
      authorize any other person or entity to do anything contrary to the material
      rights and interests of the Company in contravention of Employee’s obligations
      under this Agreement; 

    


    F. The
      information Employee supplied to the Company in connection with Employee’s
      employment is true, correct, and complete; and

    


    G. So
      long
      as Employee remains employed by the Company, any and all business opportunities
      from whatever source which Employee may receive or otherwise become aware of
      in
      connection with his employment with the Company relating to the Business of
      the
      Company shall belong to the Company, and unless the Company specifically, after
      full disclosure by Employee of each and any such opportunity, waives its right
      in writing, the Company shall have the sole right to act upon any of such
      business opportunities as the Company deems advisable. 

    


    7. Work
      for Hire and Invention Assignment. 

    


    A.
       Employee
      agrees that any and all work performed hereunder and any resulting Developments
      shall be “work made for hire” within the meaning of the Copyright Act of 1976,
      as amended. Employee hereby assigns to the Company Employee’s entire right,
      title and interest in said Developments. Furthermore, Employee shall execute
      all
      instruments of assignment and any other documents requested by Company relating
      to the Company’s ownership of any and all Developments or to applications for
      patents, copyrights and trademarks and the enforcement and protection
      thereof.

     

    
      
        
        

      

      
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    B. Employee
      shall mark all Developments with the Company’s copyright or other proprietary
      notice as directed by the Company and shall take all actions deemed necessary
      by
      the Company to protect the Company’s rights therein including, without
      limitation, the maintenance of such item in confidence to the same degree as
      required for Confidential Information (as herein defined) or as otherwise
      instructed by the Company. In the event that the Developments shall be deemed
      not to constitute works made for hire, or in the event that Employee should
      otherwise, by operation of law, be deemed to retain any rights (whether moral
      rights or otherwise) to any Developments, Employee agrees to assign to the
      Company, without further consideration, Employee’s entire right, title and
      interest therein.

    


    C.
       Assistance.
      Employee further agrees to reasonably assist the Company in every proper way
      (but at the Company’s expense) to obtain and from time to time enforce patents,
      copyrights, or other rights or registrations with respect to Developments in
      any
      and all countries, and to that end will execute all documents
      necessary:

    


    (i) to
      apply
      for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights, or other analogous protection
      in
      any country throughout the world and when so obtained or vested to renew and
      restore the same; 

    


    (ii) to
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyright or other analogous protection; and 

    


    (iii) to
      cooperate with the Company (but at the Company’s expense) in any enforcement or
      infringement proceeding on such letters patent, copyright or other analogous
      protection.

    


    8. Confidential
      Information 

     

    A.
      Confidential
      Information.

    


    Employee
      acknowledges and agrees that:

    


    (i) During
      the course of Employee's employment with the Company, Employee will learn about,
      will help to develop and will develop, and will be entrusted in strict
      confidence with (1) confidential and proprietary information and trade secrets
      that are or will be owned by the Company and are not available to the general
      public or the Company’s competitors concerning the Company, including its sales,
      operations, financial condition, financial projections, profit margins,
      personnel matters (including the identity of the Company’s top-performing
      personnel, hiring criteria, and training techniques), intermediate and long-term
      business goals and strategic plans, promotional strategies and techniques,
      pricing and cost structure of services, customer identities, customer
      relationship histories, customer records, customer service matters, customer
      preferences, needs and idiosyncrasies, formal customers and prospects, identity
      of vendors and suppliers, special vendor and supplier pricing and delivery
      terms, computer programs and codes, research and development, specifications,
      algorithms, processes, formulas methods, technical data, know-how,
      complications, designs, drawings, photographs, other machine-readable records,
      business activity and other confidential aspects of the Company and its business
      and operations; (2) information which the Company will be required to keep
      confidential in accordance with confidentiality obligations to third parties;
      and (3) other matters and materials belonging to or relating to the internal
      affairs of the Company, including information recorded on any medium which
      gives
      it an opportunity to obtain an advantage over its competitors which do not
      know
      or use the same or by which the Company derives actual or potential value from
      such matter or material not generally being known to other persons or entities
      which might obtain economic value from its use or disclosure (all of the
      foregoing being hereinafter collectively referred to as the "Confidential
      Information");

     

    
      
        
        

      

      
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    (ii) It
      is
      imperative that the Employee treat whatever information the Company wants to
      protect from disclosure as genuinely “Confidential,” i.e. restricting access by
      pass code, stamping hard copies “Confidential,” and restricting access thereto
      except by personnel, and the like;

    


    (iii) The
      Company has developed or purchased and will develop or purchase the Confidential
      Information at substantial expense in a market in which the Company faces
      intense competitive pressure, and the Company has kept and will keep secret
      the
      Confidential Information; and

    


    (iv) The
      Company has a legitimate interest in protecting the goodwill, customer
      information, customer relationships, and use of Employee’s skills by means of
      enforcement of the restrictive covenants set forth in this
      Agreement.

    


    B.
      Confidentiality
      Covenants.

    


    In
      consideration of Employee’s employment and compensation and other consideration
      described herein, Employee acknowledges and agrees that:

    


    (i) To
      the
      extent that Employee developed or had access to Confidential Information before
      entering into this Agreement, Employee represents and warrants that he has
      not
      used for his own benefit or for the benefit of any other person or entity,
      and
      he has not disclosed, directly or indirectly, to any other person or entity,
      other than the Company, any of the Confidential Information. Unless and until
      the Confidential Information becomes publicly known through legitimate means
      not
      involving an act or omission by Employee or the Company’s other employees or
      independent contractors:

    


    (A) The
      Confidential Information is, and at all times hereafter shall remain, the sole
      property of the Company; 

    


    (B) Employee
      shall use his best efforts and the diligence to guard and protect the
      Confidential Information from disclosure to any competitor, customer or supplier
      of the Company or any other person, firm, corporation, or other
      entity;

    


    (C) Unless
      the Company gives Employee prior express written permission, during his
      employment and thereafter, Employee shall not use for his own benefit, or
      divulge to or use for the benefit of any competitor or customer or any other
      person, firm, corporation, or other entity, any of the Confidential Information
      which Employee may obtain, learn about, develop, or be entrusted with as a
      result of Employee's employment by the Company; and

    


    (D) Except
      in
      the ordinary course of the Company's Business, Employee shall not seek or accept
      any Confidential Information from any former, present, or future contractor
      or
      employee of the Company.

    


    (ii) Employee
      also acknowledges and agrees that all documentary and tangible Confidential
      Information including, without limitation, such Confidential Information as
      Employee has committed to memory, is supplied or made available by the Company
      to Employee solely to assist him in performing his duties under this Agreement.
      Employee further agrees that upon termination of his employment with the Company
      for any reason:

     

    
      
        
        

      

      
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    (A) Employee
      shall not remove from Company property, and shall immediately return to the
      Company, all documentary or tangible Confidential Information in his possession,
      custody, or control and not make or keep any copies, notes, abstracts,
      summaries, tapes or other record of any type of Confidential Information; and
      

    


    (B) Employee
      shall immediately return to the Company any and all other Company property
      belonging to or within the custody or possession of the Company or as to which
      the Company has the right of possession, in his possession, custody or control,
      including, without limitation, all internal manuals, customer or client work
      papers, data, software, and other written materials (and all copies thereof)
      prepared for internal use by the Company or used in connection with the Business
      or operations of the Company, any and all keys, security cards, passes, credit
      cards, and marketing literature. 

    


    9. Return
      of Material. 

    


    Upon
      termination of employment with Company, and regardless of the reason for such
      termination, or upon the Company’s request, Employee will leave with, or
      promptly return to Company and its customers all documents, records, notebooks,
      magnetic tapes, disks, computers, network hardware, and other materials,
      including all copies in his possession or control which contain Confidential
      Information of Company and its customers and prospects or any other information
      concerning Company and its customers, prospects, products, services or
      customers, whether prepared by the Employee or others, including, without
      limitation, Company Materials and Developments.

    


    10.
      Covenants Not To Compete and Anti-Piracy.

    


    Employee
      acknowledges that the services rendered by Employee on behalf of the Company
      are
      of a special and unique character, that Employee is being provided a substantial
      equity stake in the Company, and that during the performance of such services,
      Employee will acquire, because of the special relationship among the Company,
      Employee and the Company’s customers and clients, valuable information, trade
      secrets, customer lists, proprietary information, financial information and
      unique skills. Accordingly, Employee covenants, in consideration of Employee’s
      employment and compensation and other consideration described above, that while
      Employee is employed by the Company and for a period of six (6) months after
      the
      termination of Employee’s employment with the Company for any reason, Employee
      shall not without the prior written consent of the Company, directly or
      indirectly, either on Employee’s own behalf or on behalf of any other person
      work as an independent contractor for or be employed by another company, person,
      firm, corporation, proprietorship, partnership or other entity in competition
      with the Company which is engaged primarily in the Business. Employee
      acknowledges that in the event that Employee’s employment with the Company
      terminates, Employee will be able to earn a livelihood without violating the
      foregoing covenants.

    


    11.
      Non-Solicitation of Customers.

    


    In
      consideration of his employment and compensation and other consideration
      described herein, Employee agrees that for a period of twenty four (24) months
      immediately following the termination of Employee’s employment with the Company,
      Employee will not, either for himself or on behalf of any other person or
      entity, directly or indirectly, solicit, attempt or offer to provide services
      or
      provide services, competitive with those services rendered or products sold
      by
      or on behalf of the Company during the term of this Agreement, to any past
      or
      present client of the Company for whom the Company has performed services or
      to
      whom the Company has sold products during the one (1) year period prior to
      the
      termination of Employee’s employment. 

     

    
      
        
        

      

      
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    12. Non-Solicitation
      of Employees.

    


    In
      consideration of his employment and compensation and other consideration
      described herein, Employee agrees that Employee will not during both the term
      of
      this Agreement and the twelve (12) months following the termination of
      Employee's employment, without the written consent of the Company, for any
      reason, directly or indirectly, or by action in concert with others, induce
      or
      influence, or seek to induce or influence, any person who is engaged by the
      Company as an employee, agent, independent contractor or otherwise, to terminate
      his or her employment or engagement, nor shall Employee prior to the expiration
      of such period, directly or indirectly, solicit for employment or engagement,
      employ or engage, attempt to employ or engage, or advise or recommend to any
      other person or entity that such person or entity employ or engage or solicit
      for employment or engagement, any person or entity employed or engaged by the
      Company.

    


    13. Equitable
      Relief.

    


    Employee
      acknowledges and agrees that the Business is highly competitive, and that
      violation of any of the covenants and agreements provided for in Sections 8
      -
      12 of
      this
      Agreement would cause immediate, immeasurable and irreparable harm, loss and
      damage to the Company not adequately compensable by a monetary award.
      Accordingly, Employee agrees, without limiting any of the other remedies
      available to the Company, that any violation of said covenants, or any of them,
      may be enjoined or restrained by any court of competent jurisdiction, and that
      any temporary restraining order or emergency, preliminary or final injunctions
      may be issued by any court of competent jurisdiction, without notice and without
      bond. In the event any proceedings are commenced by the Company for any actual
      or threatened violation of any of said covenants or agreements or the Company
      shall engage legal counsel or incur other costs and expenses related to the
      enforcement of said covenants or agreements, Employee shall be liable to the
      Company to the extent the Company is the prevailing party in such proceedings
      (or in the absence of a proceeding, to the extent the services of attorneys
      and
      the incurrence of such other costs and expenses were reasonably required for
      the
      Company’s enforcement of the provisions of this Agreement, as determined by the
      Company’s Board of Directors) for all reasonable costs and expenses of any kind,
      including reasonable attorneys' fees, which the Company has incurred in
      connection with such proceedings or enforcement activities, including, without
      limitation, in connection with the enforcement of the provisions of this
      section. Employee acknowledges that in the event that Employee’s employment with
      the Company terminates, Employee will be able to earn a livelihood without
      violation of the aforesaid covenants of this Agreement. 

    


    14.
       
      Binding Effect and Benefit.

    


    The
      provisions hereof shall be binding upon, and shall inure to the benefit of,
      Employee, his heirs, executors, and administrators as well as to Company, its
      successors, and assigns; however, Employee’s services under this personal
      services contract are not assignable by Employee.

    


    15. 
      Waivers.

    


    No
      delay
      on the part of any party in the exercise of any right or remedy shall operate
      as
      a waiver thereof, and no single or partial exercise or waiver thereof by any
      party of any right or remedy shall preclude the exercise or further exercise
      thereof or the exercise of any other right or remedy.

     

    
      
        
        

      

      
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    16. Waiver
      of Conflict.
      

    


    The
      law
      firm of Synergy Law Group, L.L.C. (“Law Firm”) has disclosed to the parties its
      potential conflicts of interest arising from the negotiation of this Agreement.
      The Law Firm currently represents or has represented the Company and the
      Employee, and the Law Firm has advised the parties that they have the right
      to
      seek independent representation. The Company and Employee acknowledge that
      they
      have been advised of all conflicts of interest arising from the representation
      provided to the parties referenced herein by attorneys from the Law Firm. The
      parties hereby waive any conflict of interest resulting from the past, current
      and future representation provided by the Law Firm to the Company and the
      Employee in matters both related and unrelated to this Agreement.

    


    17. 
      Severability; Interpretation.

    


    Whenever
      possible, each of the provisions of this Agreement shall be construed and
      interpreted in such a manner as to be effective and valid under applicable
      law.
      If any provisions of this Agreement (including but not limited to Sections
      8, 10
      through 12) or the application of any provision of this Agreement to any party
      or circumstance shall be prohibited by, or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition without
      invalidating the remainder of such provision, any other provision of this
      Agreement, or the application of such provision to other parties or
      circumstances. Headings used in this Agreement are for convenience of reference
      only. 

    


    18. 
      Entire Agreement.

    


    Any
      and
      all prior discussions, understandings, and agreements, whether written or oral,
      express or implied, including, without limitation, any offer letter, held or
      made between Employee and the Company are superseded by and merged into this
      Agreement, which alone fully and completely expresses the agreement of the
      parties with regard to the matters addressed herein, and this Agreement is
      entered into with no party relying on any statement or representation made
      by
      any other party which is not contained in this Agreement. 

    


    19. Amendments.

    


    This
      Agreement may be modified, amended or supplemented only by execution of a
      written instrument signed by both Employee and the Company.

    


    20. Survival.

    


    The
      provisions of Sections 8, 10 through 12 and 13 through 24 shall survive any
      termination of Employee’s employment hereunder and any termination or expiration
      of this Agreement.

    


    21.
       Notice.

    


    Any
      notices or communications hereunder will be deemed sufficient if made in writing
      and hand-delivered, or if sent by facsimile with confirmation of transmission
      retained, or if mailed, postage prepaid, registered or certified mail, return
      receipt requested, or if sent by nationally recognized overnight courier, to
      the
      following addresses:

     

    
      	If to the Company:	
            	If to Employee:  
	
            	
            	
            
	Juhl Energy Development, Inc.	
            	Dan Juhl
	 	
            	 
	 	
            	 


    

      

    or
      to
      such other address as either party may designate for such party by written
      notice to the other given from time to time in the manner herein
      provided.

     

    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    

     

    22. Presumptions.
      

    


    In
      resolving any dispute or construing any provision hereunder, there shall be
      no
      presumptions made or inferences drawn because the attorneys for one of the
      parties drafted the Agreement.

     

    23. Counterparts. 

    


    This
      Agreement may be executed in one or more counterparts and by transmission of
      a
      facsimile or digital image containing the signature of an authorized person,
      each of which shall be deemed and accepted as an original, and all of which
      together shall constitute a single instrument. 

    


    24. Arbitration/Waiver
      of Claims. 
      

    


    The
      Parties hereby waive any claim they may have against either party regarding
      any
      affairs between the Parties prior to this Agreement.  The Parties agree
      that in the event of any and all disagreements and controversies arising from
      this Agreement such disagreements and controversies shall be subject to binding
      arbitration as arbitrated in accordance with the then current Commercial
      Arbitration Rules of the American Arbitration Association to be held in Chicago,
      Illinois before one neutral arbitrator. Either Party may apply to the arbitrator
      seeking injunctive relief until the arbitration award is rendered or the
      controversy is otherwise resolved. Without waiving any remedy under this
      Agreement, either Party may also seek from any court having jurisdiction any
      interim or provisional relief that is necessary to protect the rights or
      property of that Party, pending the establishment of the arbitral tribunal
      (or
      pending the arbitral tribunal’s determination of the merits of the controversy).
      In the event of any such disagreement or controversy, neither Party shall
      directly or indirectly reveal, report, publish or disclose any information
      relating to such disagreement or controversy to any person, firm or corporation
      not expressly authorized by the other Party to receive such information or
      use
      such information or assist any other person in doing so, except to comply
      with
      actual
      legal obligations of such Party or unless such disclosure is directly related
      to
      an arbitration proceeding as provided herein, including, but not limited to,
      the
      prosecution or defense of any claim in such arbitration.  The costs and
      expenses of the arbitration (including attorneys’ fees) shall be paid by the
      non-prevailing Party or as determined by the arbitrator.  The Parties are
      hereby waiving any claims against each other party for any activities or prior
      business transactions between the parties to date.  This paragraph shall
      survive the termination of this Agreement.  

     

    
      
        
        

      

      
        Page
          11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed and delivered by the parties hereto as of the date
      set forth above.

     

     

    
 

    
      	Juhl Energy Development
              Inc.	
            	EMPLOYEE:
	
            	
            	
            
	By: /s/
              Dan Juhl	
            	/s/
              Dan Juhl
	
              President

            	
            	
              Dan
                Juhl

            


    

     

    


    


    Caution
      to Employee: THIS
      AGREEMENT AFFECTS IMPORTANT RIGHTS INCLUDING, WITHOUT LIMITATION, RIGHTS TO
      INVENTIONS AND OTHER INTELLECTUAL PROPERTY THAT EMPLOYEE MAY DEVELOP DURING
      HIS
      EMPLOYMENT. DO NOT SIGN IT UNLESS YOU HAVE READ IT CAREFULLY AND ARE SATISFIED
      THAT YOU UNDERSTAND IT COMPLETELY. 

     

    
      
        
        

      

      
        Page
          12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    SERVICES

    


    Employee’s
      duties for and on behalf of the Company shall include the
      following:

    


    
      	a)  	
              Monitor
                performance of wind energy companies under supply and warranty and
                service
                agreements;

            


    

    


    
      	b)  	
              Assist
                in clients’ performance under various wind energy
                agreements;

            


    

    


    
      	c)  	
              Assist
                clients in the preparation and filing of documents in compliance
                with
                governmental production incentives and other legal
                requirements;

            


    

    


    
      	d)  	
              Perform
                periodic inspections of wind energy projects to monitor legal
                compliance;

            


    

    


    
      	e)  	
              Maintain
                records of clients’ income from operations and pay client accounts
                receivable;

            


    

    


    
      	f)  	
              Monitor
                and communicate with clients regarding repair, replacement and upgrade
                of
                equipment;

            


    

    


    
      	g)  	
              Negotiate
                and execute contracts, leases and assignments on behalf of and as
                approved
                by clients;

            


    

    


    
      	h)  	
              Obtain,
                extend and renew policies of insurance on behalf of and as approved
                by
                clients;

            


    

    


    
      	i)  	
              Prepare
                and present financial reports on the business and operations of
                clients;

            


    

    


    
      	j)  	
              Prepare
                budgets for the business operations of
                clients;

            


    

    


    
      	k)  	
              Such
                other duties as may be reasonably requested from time to time with
                respect
                to performing administrative services agreements with
                clients;

            


    

    


    
      	l)  	
              Identify
                sites for development and operation of commercial wind generation
                projects;

            


    

    


    
      	m)  	
              Negotiate
                options and/or leases with owners of sites to develop wind generation
                projects;

            


    

    


    
      	n)  	
              Design
                wind generation projects;

            


    

    


    
      	o)  	
              Apply
                for applicable environmental, zoning and building permits for wind
                generation projects;

            


    

    


    
      	p)  	
              Apply
                for available federal and state tax credits, incentive payments, grants or
                other sources of revenue or capital to support wind generation
                projects;

            


    

    


    
      	q)  	
              Negotiate
                power purchase or sale agreements with utilities to sell output of
                wind
                generation projects;

            


    

    


    
      	r)  	
              Negotiate
                turbine supply, construction, design and warranty agreements and
                related
                insurance and financing documents for wind generation
                projects;

            


    

    


    
      	s)  	
              Such
                other duties as may be reasonably requested from time to time with
                respect
                to developing wind generation projects;
                and

            


    

     

    
      	t)  	
              Such
                other duties as may be reasonably requested from time to time with
                respect
                to the Business.