helix_8k-ex1001.htm


    
      

    

    Exhibit 10.1

     

    EMPLOYMENT AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 22nd day of April,
2010 (“Effective Date”), by and between HELIX WIND, CORP., a Nevada corporation
(“Helix” or “Company”), and SCOTT WEINBRANDT (“Executive”), and is made with
reference to the following considerations and terms:

     

    
      	
              I.

            	
              Recitals.

            


    

     

    A.   As of the
February 1, 2008, Employee has been employed by Company in various capacities,
and as of June 8, 2008 has been employed by Company as the President, and as of
March 8, 2010 has been employed by the Company as the Chief Executive
Officer.

     

    Employee and the Company have entered
into an Employment Agreement dated June 1, 2008, as amended on January 26, 2009
(the “Previous Agreement”), and the Company and Executive desire for this
Agreement to supersede and replace the Previous Agreement.

     

    B.   To foster
loyalty to the Company, to free Executive from any day-to-day concerns about job
security with the Company, and to encourage Employee to devote his or her
undivided attention and energy to furthering the interests of the Company, it is
desirable that Executive shall have an employment contract with the Company, and
that Executive shall thus have a greater expectation of either continuing
employment or a compensating severance payment for a finite period into the
future than Executive would have under a strictly at-will employment status
with the Company.

     

    C.   In light
of the foregoing promises, and in consideration of the mutual covenants
contained herein and other valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Company and Executive (each individually, a
“Party”, and collectively, the “Parties”) hereby agree as follows:

     

    
      	
              II.

            	
              Employment Term and
      Duties.

            


    

     

    A.   Initial
Term.  Company agrees to employ Executive, and Executive hereby
accepts such employment in accordance with the terms of this Agreement,
commencing on the Effective Date and ending on the third year anniversary of the
Effective Date (“Initial Term”), unless this Agreement is earlier terminated as
provided herein.

     

    1.   Automatic
Extensions.  Unless terminated earlier, this Agreement shall be
automatically extended for additional periods of three (3) years each (an
“Additional Period”) at the end of the Initial Term and any Additional Period of
this Agreement. The term of this Agreement shall include any Additional Period
for which this Agreement has been automatically extended.

     

     

    
      
        
        

      

      
        1 of
11

        
          

        

      

      
        
        

      

    

     

    
      	
              III.

            	
              Duties and
      Responsibilities of
Executive.

            


    

     

    A.   Performance of
Duties.  Executive shall serve as the CEO & President of
the Company and, as such, he shall perform all duties commonly incident to such
office.  Executive shall lead the company’s strategy and be the face
of the company to the public working together with Officers of the company and
the Board to manage and be responsible for all operational departments and
strategic responsibilities related to the Company, including, without
limitation, day to day responsibility for finance, HR, legal, sales, marketing,
engineering, manufacturing, R&D, IS and IT reporting.  Executive
shall report to and perform such additional duties as may be designated by the
Board of Directors (the “Board”).  In addition, Executive shall also
serve as Chairman of the Board of Directors of the Company, with an initial term
of three (3) years.  The Executive agrees to serve the Company
faithfully and to the best of his ability, and to devote that amount of time,
attention and effort to the Company which is necessary in order to satisfy the
requests of the Board.  The Executive further agrees (i) to use his
best reasonable efforts to preserve intact the goodwill, customer relations and
employee relations of Helix and (ii) to take such specified actions as the
Company may reasonably request with respect to such customers and employees of
Helix as the Company may identify.  The Executive hereby confirms that
he is under no contractual commitments inconsistent with his obligations set
forth in this Agreement.

     

    B.   Competitive Activities
Prohibited.  The Executive acknowledges that the Company has
invested substantial time, money and resources in the development and retention
of its Confidential Information (defined herein), customers, accounts and
business partners, and further acknowledges that during the course of the
Executive employment with the Company the Executive has had and will have access
to the Company’s Confidential Information, and will be introduced to existing
and prospective customers, accounts and business partners of the
Company.  The Executive acknowledges and agrees that any and all
“goodwill” associated with any existing or prospective customer, account or
business partner belongs exclusively to the Company, including, but not limited
to, any goodwill created as a result of direct or indirect contacts or
relationships between the Executive and any existing or prospective customers,
accounts or business partners.  Additionally, the parties acknowledge
and agree that Executive possesses skills that are special, unique or
extraordinary and that the value of the Company depends upon his use of such
skills on its behalf.  In recognition of this, the Executive covenants
and agrees that during the operation of this Agreement, Executive shall not,
without the prior written authorization of the Board, directly or indirectly,
engage in any other activity which is directly competitive to the Company’s
business in any existing or proposed geographic region.  Nothing in
this Agreement shall prevent Executive from engaging in any voluntary or
for-profit activity within or outside the wind energy industry that is not
competitive with Company.

     

    
      	
              IV.

            	
              Compensation.

            


    

     

    A.   Base Salary, Accrued
Compensation, and Signing Bonus.  As compensation for all
services rendered by the Executive under this Agreement, the Company shall pay
to the Executive compensation comprising Base Salary and Accrued Compensation as
follows:

     

    1.   Accrued Compensation.
The Company acknowledges and agrees it has an obligation to pay Employee the
amount of $155,417 as accrued salary, bonus, and board of director stipend pay
for the period of Executive’s employment with the Company prior to the Effective
Date.  At such time as the Company, in the discretion of management,
has secured sufficient assets to pay the Accrued Compensation, the same or a
portion there of shall immediately be paid to Executive.

     

    2.   Payment of Base
Salary.  Base Salary shall be payable monthly in accordance
with the Company’s regular payroll policies, and shall be exclusive of and not
in lieu of other compensation benefits and bonus(es) payable pursuant to this
Agreement. Payments will be calculated pro rata if payment for less than a full
month is due.  Executive’s Base Annual Salary shall be $225,000
beginning May 1, 2010, $250,000 beginning January 1, 2011, and $300,000
beginning January 1, 2012.

     

     

    
      
        
        

      

      
        2 of
11

        
          

        

      

      
        
        

      

    

     

    3.   Withholdings.  All
compensation paid pursuant to this Agreement shall be subject to all applicable
federal, state and local taxes, including, without limitation, income tax and
other employment taxes required to be withheld with respect to compensation paid
by a corporation to its employees.

     

    4.   Annual Compensation
Review.  The Board shall review Executive’s Base Salary and
Incentive Bonus prior to the end of each calendar year, for the purpose of
determining whether any increase (but not decrease) is appropriate beyond any
increase in Base Salary as provided above  The Board shall perform an
annual evaluation of Executive’s performance and effectiveness.  Among
the factors taken into account will be success in meeting milestones and budgets
previously established by the Board, increase in net profit from the previous
year. The Board will consider any increases in compensation taking into account
Executive’s contribution to the increase in profit and shareholder value and
available cash flow to the Company.

     

    B.   Bonus and Incentive
Pay.  Executive shall be entitled to receive incentive and
bonus compensation (collectively, “Bonus Pay”), as follows:

     

    1.   Incentive
Compensation.  Executive shall be entitled to annual Incentive
Compensation in accordance with the Company’s Incentive Compensation Plan (the
“Plan”) to be established by the Board and/or Compensation Committee for each
calendar year.  Unless otherwise agreed in writing, in the event
Executive is terminated prior to the end of a calendar quarter, he shall be
entitled to participate in the Plan on a pro rata basis equal to the
number of days employed in the quarter with the Company divided by
90.  Incentive Compensation shall be evaluated by the Compensation
Committee and paid quarterly, based upon the Company’s success in achieving the
Incentive Goals set forth in the Plan.  On or before January 31 of
each calendar year, the Compensation Committee shall review the Plan and, in its
sole discretion, determine to leave it in place or modify the Incentive Goals
and/or compensation payable thereunder for the remainder of such calendar
year.

     

    2.   Annual Bonus. During the term of this
Agreement, for calendar year 2010 the Company will pay to the Executive a bonus
for achieving the Three Phased Operational Plan in place to get the company back
on track generating revenue and shareholder value within the calendar year of
2010. For achieving the execution of the Three Phased Operation Plan the
Executive will be awarded a bonus in the amount of $50,000 to be paid no later
than January 31, 2011.  For the following two years of this employment
agreement, Executive’s bonuses will be set by the Board of Directors, or its
Compensation Committee, based on performance metrics put in place for calendar
years January 1, 2011 through the Initial Term. Additional bonuses, from time to
time, the payment, amounts and timing of which shall be determined annually by
the Board, or it’s Compensation Committee, in its sole discretion.

     

     

    
      
        
        

      

      
        3 of
11

        
          

        

      

      
        
        

      

    

     

    C.   Fringe
Benefits.  Solely during the Period of Employment, the Company
shall provide the following fringe benefits to the Executive:

     

    1.   Vacation.  Executive
shall be entitled to four (4) weeks paid vacation each year in addition to all
holidays recognized by the California State and federal government. Vacation
must be used within that calendar year or it will be lost. There is no role over
policy or accruing policy.

     

    2.   Insurance.  The
Company shall provide or reimburse Executive for health and medical, dental,
optical, life, and disability insurance.

     

    3.   Business Expenses
Reimbursements.  During the term of this Agreement, Company
shall reimburse Executive promptly for all reasonable business expenses incurred
by Executive whether or not deductible by Company for income tax purposes,
including without limitation, travel, entertainment, parking, business meetings,
industry membership dues, cellular telephones and usage charges, and such other
business expenses reasonably incurred by Executive in the pursuit and
furtherance of the Company’s business.  Such expenses shall be
reimbursed only upon presentation to the Company of appropriate documentation
substantiating such expense.

     

    D.   Equity
Participation. The Incentive Stock Option dated February 11, 2009,
as amended on January 26, 2009, granted to Executive to purchase 5,337,500
shares of the Company Common Stock (the “2009 Option Shares”) in accordance with
the Company’s 2009 Share Employee Incentive Stock Option Plan (“2009 Stock
Plan”) shall remain in full force and effect.  For the avoidance of
doubt, as of the Effective Date, 4,270,000 of the 2009 Option Shares are fully
vested and the remaining 1,067,500 become vested on December 31, 2010. The
Executive has been granted an additional 1,200,000 options as of the Effective
Date which shall vest according to the terms of the option
agreement.  An S-8 Filing for the 2009 Stock Plan will take place no
later than August 1, 2010.   Additional stock options under the
2009 Stock Plan shall be granted at the discretion of the Board based on the
performance of Executive and the Company.

     

    4.   Accelerated
Vesting.  In the event there is a Change of Control (as defined
herein) or Company terminates the Executive’s employment during the Term of
Employment other than pursuant to Section V.C.
(described below), or if Executive terminates his employment pursuant to Section V.F
(described below), all unvested Stock Options granted to Executive pursuant to
the 2009 Stock Plan will immediately vest, as further described in Executive’s
Stock Option Agreement.

     

    5.   “Change of Control”
shall mean a change in ownership or control of the Company effected through any
of the following transactions:

     

    a.   a merger,
consolidation or reorganization approved by the Company’s stockholders, UNLESS
securities representing more than fifty percent (50%) of the total combined
voting power of the voting securities of the successor corporation are
immediately thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially owned the
Company’s outstanding voting securities immediately prior to such
transaction;

     

    b.   any
stockholder-approved transfer or other disposition of all or substantially all
of the Company’s assets; or

     

     

    
      
        
        

      

      
        4 of
11

        
          

        

      

      
        
        

      

    

     

    c.   the
acquisition, directly or indirectly by any person or related group of persons
(other than the Company or a person or company that directly or indirectly
controls, is controlled by, or is under common control with, the Company), of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934) of securities possession more than fifty percent (50%) of
the total combined voting power of the Company’s outstanding securities pursuant
to a tender or exchange offer made directly to the Company’s stockholders which
the Board recommends such stockholders accept.

     

    6.   Reload
Option: In the event this Agreement is renewed or extended for an
additional Term as provided in Section II.A.1, the
Company shall grant to Executive a further Option to purchase additional shares
of the Company Common Stock (a “Reload Option”).  Any such Reload
Option (i) shall be for a number of shares equal to 2.5% of the then issued and
outstanding shares of capital Stock of the Company, on a fully diluted basis;
(ii) shall have a Term of five (5) years; (iii) shall have an exercise price
which is equal to one hundred percent (100%) of the Fair Market Value of the
Stock subject to the Reload Option on the date of renewal or extension; and (iv)
shall otherwise be granted and exercisable on terms and conditions substantially
identical to those applicable to the 2009 Option Shares.  Any such
Reload Option shall be subject to such other terms and conditions as the Board
or Committee may determine.

     

    
      	
              V.

            	
              Termination of
      Employment.

            


    

     

    A.   Notice.  Executive’s
employment with the Company may be terminated by the Company With or Without
Cause, upon written notice to Executive.

     

    B.   Termination Without
Cause.  The Company shall have the unrestricted right to
terminate Executive at any time “Without Cause,” i.e., for no reason, or any
reason that does not violate current law.  Upon any termination
Without Cause, the Company’s sole obligation to Executive shall be to pay
Executive the amount of Executive’s then current Base Salary that Executive
would have earned for a period of one (1) year after the termination date and
annual Bonus Pay (as described above) if any, equal to the amount of Executive’s
Bonus for during the same period as stated in the Agreement.  (the
“Severance Payment”) .  The “Severance Payment” will be paid upon the
Executive’s departure from the Company in one single payment upon Executive’s
agreement to execute a mutually agreeable release.

     

    C.   Termination For
Cause.  The Company shall have the unrestricted right to
terminate Executive at any time “For Cause,” as that term is defined
below.  And upon any termination For Cause, the Company’s sole
obligation to Executive shall be to pay Executive a minimum of three (3) months
Base Salary at the Executives’ current rate of Base Salary as stated in the
Agreement during the existing term as the “Severance Payment” and any Bonus Pay
(as described above) if any, according to the governing calculation/pay-out
terms.  The Severance Payment shall be made in one single payment upon
the Executive’s departure from the Company and agreement to execute a mutually
agreeable release.

     

    1.   For
purposes of this Agreement, “For Cause” shall mean (i) gross and willful
misconduct during the course of employment that is injurious to the Company,
including but not limited to, wrongful appropriation of funds of the Company or
its affiliates or the commission of a felony; (ii) the conviction of a felony
which impairs the Executive’s ability substantially to perform his duties with
the Company; or (iii) that Executive has engaged in a material or repeated,
willful, non-performance of his duties, after that deficiency has been called to
his attention in writing, and which he has failed to correct within a reasonable
time, normally within 30 days.  For purposes of this definition, no
act, or failure to act, on the Executive’s part shall be deemed “willful” unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that his action or omission was in the best interest of the
Company.

     

    
      
        
        

      

      
        5 of
11

        
          

        

      

      
        
        

      

    

     

     

    2.   With
reference to For Cause, termination shall not occur until the Company has
demonstrated that the infraction is well founded in fact and material, and
uncorrected by Executive.

     

    D.   Termination Upon Death or
Disability.  This Agreement shall terminate immediately upon
the death or total permanent disability of Executive.  In such event
the Company’s sole obligation to Executive shall be to pay Executive and/or
Executive’s estate the amount of one year Base Salary at the current Base Salary
rate.  In addition, any Bonus Pay (as described above) will also be
paid out at the same time.  “Severance Payment” will be made in one
single payment immediately upon Death or Disability to the Executive or his/her
estate. 

     

    E.   Change of
Control.  In the event of a change in corporate control (as
described in Section
IV.D.3 et seq.,
above), Executive may elect, in his sole discretion, to trigger the termination
provisions set forth in Section V.F (below),
as though triggered by the Company.

     

    F.   Termination by
Executive.  Executive may terminate this Agreement at any time
upon ninety (90) days’ written notice to the Company, and, upon Executive
providing such notice, the Company, at its sole discretion, may terminate this
Agreement immediately upon payment of three (3) months Base Salary at current
rate of pay to Executive and Bonus Pay (as described above) in one single
payment upon Executives departure; provided, however, that in the event
Executive terminates his employment for “Good Reason”, as defined below,
Executive shall be entitled to the Severance Payment provided for under Section
V.B.   Severance Payment shall be maid in one single
payment upon the Executives departure from the Company.

     

    1.   Good Reason
Defined.  “Good Reason” shall mean the occurrence of any one or
more of the following events without the Executive’s express written consent:
(i) any decrease in Executive’s Base Salary and/or a material reduction of the
“Executive’s” title or responsibility; (ii) the Company’s failure to pay any
other required amounts set forth in this Agreement; (iii) the Company’s failure
to provide fringe benefits provided for herein; (iv) a relocation of the
“Executive’s” job to a location which is both outside the same metropolitan area
and more than thirty (30) miles from his previous work location; or (v) a Change
of Control.

     

    
      	
              VI.

            	
              Protection of Company
      Property.

            


    

     

    A.   Restriction on
Use.  Executive recognizes and acknowledges that he will have
access to Confidential Information (as defined below) relating to the business
or interest of the Company or of persons with whom the Company may have business
relationships.  Except as permitted herein or as may be approved by
the Company from time to time, the Executive will not during the Term of
Employment or at any time thereafter, use, disclose or permit to be known by any
other person or entity, any Confidential Information of the Company (except as
required by applicable law or in connection with the performance of the
Executive’s duties and responsibilities hereunder).  If Executive is
requested or becomes legally compelled to disclose any of the Confidential
Information, he will give prompt notice of such request or legal compulsion to
the Company.  The Company may waive compliance with this section VII
or will provide Executive with legal counsel at no cost to Executive to seek an
appropriate remedy.

     

    
      
        
        

      

      
        6 of
11

        
          

        

      

      
        
        

      

    

     

    1.   Confidential Information
Defined.  The term “Confidential Information” means information
relating to the Company’s business affairs, proprietary technology, trade
secrets, patented processes, research and development data, know-how, market
studies and forecasts, competitive analyses, pricing policies, vendor and
supplier lists, employee lists, employment agreements (other than this
Agreement), personnel policies, the substance of agreements with customers,
suppliers and others, marketing arrangements, customer lists, commercial
arrangements, or any other information relating to the Company’s business that
is not generally known to the public or to actual or potential competitors of
the Company (other than through a breach of this Agreement).  This
obligation shall continue until such Confidential Information becomes publicly
available, other than pursuant to a breach of this Section VI by the
Executive, regardless of whether the Executive continues to be employed by the
Company.

     

    B.   Company
Materials.  It is further agreed and understood by and between
the parties to this Agreement that all “Company Materials,” which include, but
are not limited to, computers, computer software, computer disks, tapes,
printouts, source, HTML and other code, flowcharts, schematics, designs,
graphics, drawings, photographs, charts, graphs, notebooks, customer lists,
sound recordings, other tangible or intangible manifestation of content, and all
other documents whether printed, typewritten, handwritten, electronic, or stored
on computer disks, tapes, hard drives, or any other tangible medium, as well as
samples, prototypes, models, products and the like, shall be the exclusive
property of the Company and, upon termination of Executive’s employment with the
Company, and/or upon the request of the Company, all Company Materials,
including copies thereof, as well as all other Company property then in the
Executive’s possession or control, shall be returned to and left with the
Company. Anything in this Section VI to the
contrary notwithstanding, Executive shall be entitled to retain his personal
“rolodex” and any Company Materials contained in his personal computer so long
as he does not disclose any Company Materials to any third parties.

     

    C.   Inventions Discovered By
Executive.

     

    1.   Disclosure.  The
Executive shall promptly disclose to the Company any invention, improvement,
discovery, process, formula or method or other intellectual property, whether or
not patentable or copyrightable (collectively, “Inventions”), conceived or first
reduced to practice by the Executive, either alone or jointly with others, while
performing services hereunder (or, if based on any Confidential Information,
within one (1) year after the term of this Agreement):

     

    a.   which
directly relate to any line of business activity of the Company, if then
conducted or then being actively planned by the Company, with which the
Executive was or is involved; or

     

    b.   which is
developed using time, material or facilities of the Company, whether or not
during working hours.

     

    2.   Transfer of
Title.  The Executive hereby quitclaims to the Company all of
the Executive’s right, title and interest in and to any such
Inventions.  During and after the Term, the Executive shall execute
any documents necessary to perfect the quitclaim of such Inventions to the
Company and to enable the Company to apply for, obtain and enforce patents,
trademarks and copyrights in any and all countries on such Inventions,
including, without limitation, the execution of any instruments and the giving
of evidence and testimony, without further compensation beyond the Executive’s
agreed compensation during the course of the Executive’s
employment.  Without limiting the foregoing, the Executive further
acknowledges that all original works of authorship by the Executive, whether
created alone or jointly with others, relating to the Executive’s employment
with the Company, and which are protectable by copyright, are “works made for
hire” within the meaning of the United States Copyright Act, 17 U.S.C. Section
101, as amended, and the copyright of which shall be owned solely, completely
and exclusively by the Company.  If any Invention is considered to be
a work not included in the categories of work covered by the United States
Copyright Act, 17 U.S.C. Section 101, as amended, such work is hereby conveyed
and transferred completely and exclusively to the Company.  The
Executive hereby irrevocably designates counsel to the Company as the
Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply
for and obtain patents and copyrights and to enforce the Company’s rights under
this Section
VI. This Section VI shall survive the
termination of this Agreement.  Any conveyance of copyright hereunder
includes all rights of paternity, integrity, disclosure and withdrawal and any
other rights that may be known as or referred to as “moral rights” (collectively
“Moral Rights”).  To the extent such Moral Rights cannot be conveyed
under applicable law and to the extent the following is allowed by the laws in
the various countries where Moral Rights exist, the Executive hereby waives such
Moral Rights and consents to any action of the Company that would violate such
Moral Rights in the absence of such consent.  The Executive agrees to
confirm any such waivers and consents from time to time as requested by the
Company.

     

     

    
      
        
        

      

      
        7 of
11

        
          

        

      

      
        
        

      

       

    

    D.   Injunctive
Relief.  Notwithstanding any provisions of this Agreement to
the contrary, Executive agrees that the remedy at law for any breach of this
section shall be insufficient and inadequate to protect the Company’s legitimate
interests, and, therefore, the Company shall at all times be and remain fully
entitled to immediate and permanent injunctive relief (without the need for
posting a bond) for any such breach in addition to any and all other relief,
damages and/or other remedies available to the Company at law or in
equity.

     

    
      	
              VII.

            	
              Non-Solicitation.

            


    

     

    A.   Acknowledgment.  The
Executive acknowledges that the Company has invested substantial time, money and
resources in the development and retention of its Inventions, Confidential
Information (including trade secrets), customers, accounts and business
partners, and further acknowledges that during the course of the Executive’s
employment with the Company the Executive has had and will have access to the
Company’s inventions and Confidential Information (including trade secrets), and
will be introduced to existing and prospective customers, accounts and business
partners of the Company.  The Executive acknowledges and agrees that
any and all “goodwill” associated with any existing or prospective customer,
account or business partner belongs exclusively to the Company, including, but
not limited to, any goodwill created as a result of direct or indirect contacts
or relationships between the Executive and any existing or prospective
customers, accounts or business partners.  Additionally, the parties
acknowledge and agree that Executive possesses skills that are special, unique
or extraordinary and that the value of the Company depends upon his use of such
skills on its behalf.

     

    B.   Non-Solicitation.  In
recognition of this, the Executive covenants and agrees that:

     

    1.   During
the Term of Executive’s employment with the Company, and for a period of one (1)
year thereafter, the Executive may not entice, solicit or encourage any Company
employee to leave the employ of the Company or any independent contractor to
sever its engagement with the Company, absent prior written consent from the
Company.

     

    2.   During
the Term of Executive’s employment with the Company, and for a period of one (1)
year thereafter, the Executive may not, directly or indirectly, entice, solicit
or encourage any customer or prospective customer of the Company to cease doing
business with the Company, reduce its relationship with the Company or refrain
from establishing or expanding a relationship with the Company.

     

    3.   The
provisions of this Section VII are
necessary and reasonable to (i) protect the Company’s business interests, and
(ii) the specific temporal, geographic and substantive provisions set forth
herein.

     

    C.   Injunctive
Relief.  Notwithstanding any provisions of this Agreement to
the contrary, Executive agrees that the remedy at law for any breach of this
section shall be insufficient and inadequate to protect the Company’s legitimate
interests, and, therefore, the Company shall at all times be and remain fully
entitled to immediate and permanent injunctive relief (without the need for
posting a bond) for any such breach in addition to any and all other relief,
damages and/or other remedies available to the Company at law or in
equity.

     

     

    
      
        
        

      

      
        8 of
11

        
          

        

      

      
        
        

      

    

     

    
      	
              VIII.

            	
              Miscellaneous.

            


    

     

    A.   Entire
Agreement.  This Agreement (including any other documents
referred to herein) contains the entire understanding between the parties hereto
with respect to the subject matter hereof and as of the Effective Date this
Agreement supersedes and terminates any prior understandings, agreements,
obligations or representations, written or oral, relating to the subject matter
hereof, including but not limited to the Previous Agreement.

     

    B.   Modification, Amendment,
Waiver or Termination.  No provision of this Agreement may be
modified, amended, waived or terminated except by an instrument in writing
signed by the parties to this Agreement.  No course of dealing between
the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement.  No delay on the part of the Company in exercising any
right hereunder shall operate as a waiver of such right.  No waiver,
express or implied, by the Company of any right or any breach by the Executive
shall constitute a waiver of any other right or breach by the
Executive.

     

    C.   Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such a manner
as to be effective and valid under applicable law but if any provision of this
Agreement is held to be invalid, illegal or unenforceable under any applicable
law or rule, the validity, legality and enforceability of the other provisions
of this Agreement will not be affected or impaired thereby.  In
furtherance and not in limitation of the foregoing, should the duration or
geographical extent of, or business activities covered by, any provision of this
Agreement be in excess of that which is valid and enforceable under applicable
law, then such provision shall be construed to cover only that duration, extent
or activities which may be validly and enforceably covered.  The
Executive acknowledges the uncertainty of the law in this respect and expressly
stipulates that this Agreement be given the construction which renders its
provision valid and enforceable to the maximum extent (not exceeding its express
terms) possible under applicable law.

     

    D.   Assignability.  Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable (including by operation of law) by
either party without the prior written consent of the other party to this
Agreement, except that the Company may, without the consent of the Executive,
assign its rights and obligations under this Agreement to any corporation, firm
or other business entity with or into which the Company may merge or
consolidate, or to which the Company may sell or transfer all or substantially
all of its assets, or of which 50% or more of the equity investment and of the
voting control is owned, directly or indirectly, by, or is under common
ownership with, the Company.  No such assignment by the Company shall
discharge the Company from any liability hereunder.

     

    E.   Third-Party
Benefit.  Nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.

     

     

    
      
        
        

      

      
        9 of
11

        
          

        

      

      
        
        

      

    

     

    F.   Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given
when actually delivered or when mailed by United States registered mail, postage
prepaid, addressed to the other party as follows:

     

    
      	
              If
      to the Company, to:

            	
              Helix
      Wind, Corp

              Attention:  Kevin
      K. Claudio, CFO

              15422
      Harrow Lane

              Poway,
      CA 92064

            


    

    
       

    

    
      	
              With
      copy to:

            	
              Steven
      J. Davis, Esq.

              A
      Professional Corporation

              1042
      N. El Camino Real, B261

              Encinitas,
      CA  92024

            


    

    


    
      	
              If
      to the Executive:

            	
              Scott
      Weinbrandt

              13030
      Lamia Point

              San
      Diego, CA 92130

              858.259.0824
      facsimile

            


    

     

    
    

    
      	
              With
      copy to:

            	
              Daniel
      S. Levinson

              Law
      Office of Daniel S. Levinson, APC

              990
      Highland Drive, Suite 206

              Solana
      Beach, CA 92075

              858.792.1106
      facsimile

            


    

     

    
    

    Either
party to this Agreement may change its address for purposes of this Notice
subsection by giving 15 days’ prior notice to the other party
hereto.

     

    G.   Headings.  The
headings and any table of contents contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

     

     

    
      
        
        

      

      
        10 of
11

        
          

        

      

      
        
        

      

    

     

    H.   Governing
Law.  All matters relating to the interpretation, construction,
validity and enforcement of this agreement shall be governed by the internal
laws of the state of California, without giving effect to any choice of law
provisions thereof.

     

    I.   Counterparts.  This
Agreement may be executed in separate counterparts, each of which will be an
original and all of which taken together shall constitute one and the same
agreement, and any party hereto may execute this Agreement by signing any such
counterpart.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date first set forth below.

     

    “COMPANY”

    


    Helix
Wind, Corp.,

    a Nevada
corporation

    


    By:   /s/ Kevin
Claudio                                                        

    Kevin
Claudio, its Chief Financial Officer

    


    “EXECUTIVE”

    


    Scott
Weinbrandt

    


    /s/ Scott
Weinbrandt                                      



    


    


    
 

    
      
        
        

      

      
        11 of
11