EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT is made this 25th day of August, 2014, by and between XZERES WIND CORP., a Nevada
corporation (the "Company") having its principal place of business at 9025 SW Hillman Court, Suite 3126, Wilsonville,
OR 97070, and DAVID J. HOFFLICH (the "Executive") residing at 5061 Seagrove Cove, San Diego, California
92130.


 


W
I T N E S S E T H:


 


WHEREAS
the Company is engaged in the business of designing, manufacturing, selling and servicing wind energy generation systems and
accessories; and


 


 


WHEREAS
the Executive has agreed to be employed by the Company as its Chief Executive Officer on the terms and conditions set forth
in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto, intending to be legally
bound hereby, do hereby agree as follows:


 


		1.	Definitions.



 


For
purposes of this Agreement, the following words shall have the respective meanings set forth below:


 


 


1.1             
"Annual Compensation" shall mean the Executive's Base Salary and Bonus during the Term of Employment.


 


1.2             
"Base Salary" shall mean the annual base salary paid to the Executive pursuant to Section 5.1 of this Agreement.


 


1.3             
"Benefits" shall mean the benefits described in Article 6 of this Agreement.


 


1.4             
"Board" shall mean the Board of Directors of the Company.


 


1.5             
"Bonus" shall mean the bonus paid, if any, pursuant to Section 5.2 of this Agreement.


 


1.6             
"Business" shall mean the business being conducted by the Company of designing, manufacturing, selling and servicing
wind energy generation systems and accessories and any other businesses in which the Company may hereafter engage.


 


1.7             
"Cause" shall mean any one or more of the following, as determined solely by the Board in good faith: (a) the
willful or knowing failure or refusal without Cure of the Executive substantially to perform his duties hereunder or as directed
by the Board; (b) the willful disobedience by the Executive of a material and lawful instruction of the Board; (c) the engaging
by the Executive in: (i) an act of fraud, (ii) an illegal or criminal act, (iii) a dishonest act materially injurious to the Company,
monetarily or otherwise, or (iv) misconduct materially injurious to the Company monetarily or otherwise, including but not limited
to any action which holds the Executive or the Company in public disrepute; (d) a breach by the Executive of any fiduciary duty
to the Company; (e) malfeasant or negligent conduct without Cure; (f) any violation by the Executive of any Federal or state securities
law; or (g) a breach without Cure by the Executive of any of the provision s of this Agreement.


 


1.8             
"Commencement Date" shall mean August 21, 2014.


 


1.9             
"Cure" shall mean following the giving of written notice of Cause, in the reasonable opinion of the Board the
Executive shall have cured the Cause in all material respects within thirty (30) days of said notice having been given.


 


1.10         
"Disability" shall mean the Executive's inability to render either (a) for a period of one (1) month or (b) in
the aggregate of forty-five (45) days in any consecutive six month period, services hereunder by reason of a disability, which
disability is confirmed by the written medical opinion of an independent medical physician mutually acceptable to the Executive
and the Company. If the Executive and the Company cannot agree as to such independent medical physician, each shall appoint one
medical physician and those two physicians shall appoint a third physician who shall make such determination. If the Executive
shall be Disabled, shall thereafter return to work and shall thereafter become Disabled, then such latter Disability shall be
deemed a continuation of the former Disability (and not a new Disability) unless the Executive has returned to work on a full
time basis and has substantially performed all of his employment duties for a period of six (6) continuous and consecutive weeks.


 


1.11         
“Gross Sales” shall mean the total revenue the Company records prior to cost of goods and other expenses.


 


1.12         
"IP" shall have the meaning ascribed to it in Section 10.2.


 



    	 



    	 



    




 


1.13         
"Person" shall mean any individual, sole proprietorship, joint venture, partnership, limited liability company,
corporation, association, cooperative, trust, estate, government (or any branch or agency thereof), governmental, administrative
or regulatory authority, or any other entity of any nature whatsoever.


 


1.14         
"Restricted Period" shall have the meaning ascribed to it in Section 12.3.


 


1.15         
“Restricted Stock Purchase Agreement” shall mean that certain Restricted Stock Purchase Agreement between the
Company and Executive of even date herewith.


 


1.16         
"Stock" shall mean stock of the Company.


 


1.17         
"Termination Date" means (a) in the case of a termination for which a notice of termination is required, the
date of actual receipt of such notice of termination or, if later, the date specified therein, as the case may be, and (b) in
all other cases, the actual date on which the Executive's employment terminates during the Term of Employment.


 


1.18         
"Term of Employment" has the meaning ascribed to it in Article 3.


 


1.19         
"Territory" shall have the meaning ascribed to it in Section 12.2.


 


1.20         
"Writings" shall have the meaning ascribed to it in Section 10.1.


 


		2.	Employment.



 


The
Company hereby employs the Executive as its Chief Executive Officer, effective as of the Commencement Date; and the Executive
hereby accepts such employment upon the terms and conditions hereinafter set forth.


 


		3.	Term.



 


3.1             
Initial Term. Subject to the provisions of Article 7 hereof, the Executive's employment hereunder shall commence on the
Commencement Date and shall terminate on February 21, 2016, unless sooner terminated pursuant to the provisions of Article 7 or
8 of this Agreement or extended as hereinafter provided in Section 3.2 of this Agreement ("Term of Employment").


 


3.2             
Renewal Term. Upon the expiration of the aforesaid term, or any renewal thereof, this Agreement shall be renewed automatically
for successive one (1) year terms unless the Company or the Executive provides no less than two (2) months' notice to the other,
prior to the expiration of any such term, of its decision not to renew this Agreement whereupon this Agreement shall terminate
as of the last day of such term, unless this Agreement shall be sooner terminated during any such renewal term as provided in
Article 8 of this Agreement.


 


		4.	Positions,
                                         Responsibilities and Duties of Executive.



 


4.1             
Positions and Duties. The Executive shall have the duties, authority and responsibility inherent to the position of Chief
Executive Officer of a publicly traded corporation of the size, type and nature of the Company. The Executive shall perform such
duties hereunder and such additional duties or different duties as he shall from time to time be assigned by the Board, consistent
with the general level and type of duties and responsibilities associated with the position of Chief Executive Officer. The Executive
shall report directly to the Board. The Executive agrees to devote substantially all of his business time, skill, labor and attention
to the services required of the Executive under this Agreement and shall perform such services in a manner consonant with the
duties of such position. The foregoing shall not be deemed to prevent the Executive from serving on corporate, charitable or civic
boards or committees or acting as a fiduciary for any family member(s) or friend(s) provided that the Board determines, in its
sole discretion but without unreasonably withholding approval, that any such activity does not substantially interfere or conflict
with the performance of his duties hereunder.


 


4.2             
Board Membership. It is anticipated that the Executive will be elected to the Board of Directors during the Term of Employment
and to that end, the Board of Directors shall elect the Executive to the Board of Directors within thirty (30) days of the Commencement
Date and thereafter nominate the Executive for election to the Board at all meetings of shareholders of the Company occurring
during the Term of Employment.


 


4.3             
Outside Businesses. The Executive shall not engage in business activities other than as an employee of the Company or otherwise
approved by the Board. The Executive may invest his assets in such form or manner as will not require time or services on his
part in the operation of the affairs of the entities in which such investments are made, other than time or services which are
minor and incidental.


 



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		5.	Compensation.



 


During
the period that the Executive is employed hereunder, the Company shall pay (in the aggregate, the "Annual Compensation")
to the Executive for his services hereunder:


 


5.1             
Base Salary. A salary ("Base Salary") at an annual rate of One Hundred and Twenty Thousand ($120,000)
Dollars, which Base Salary shall be payable bi-weekly.


 


5.2             
Bonuses. In addition to the Base Salary, the Executive shall be entitled to the following bonuses (each “Bonus”):


 


5.3.1.
If during the period September 1, 2014 through November 30, 2014, the Company’s Gross Sales exceed Ten Million ($10,000,000)
Dollars, the Executive shall be granted 1,000,000 common shares of Stock.


 


5.3.2.
If during the period December 1, 2015 through February 28, 2015, the Company’s Gross Sales exceed Ten Million ($10,000,000)
Dollars, the Executive shall be granted 1,000,000 common shares of Stock.


 


5.3.3.
If during the period March 1, 2015 through May 31, 2015, the Company’s Gross Sales exceed Ten Million ($10,000,000) Dollars,
the Executive shall be granted 1,000,000 common shares of Stock.


 


5.3.4.
If during the period June 1, 2015 through August 31, 2015, the Company’s Gross Sales exceed Ten Million ($10,000,000) Dollars,
the Executive shall be granted 1,000,000 common shares of Stock.


 


The
Gross Sales benchmarks and bonuses are cumulative and can be applied between the defined periods. Each Bonus shall be granted
within 30 days after the determination of the Gross Sales for the applicable period.


 


It
is understood that the period March 1st to February 28th is the Company's current fiscal year. In the event
that the Company changes its fiscal year (which it shall have the absolute right to do), then the measuring period for determining
the Bonus shall be changed to the Company’s new fiscal year, and there should be an appropriate adjustment of the required
Gross Sales and/or Bonus for the first new fiscal year of the Company.


 


5.4Determination
of Gross Sales. The Company's Gross Sales shall be reviewed by the Company's independent auditors, whose decision shall be
final and binding upon the Company and the Executive.


 


 


		6.	Benefits.



 


During
the period that the Executive is employed hereunder, the Company shall pay or provide the following (in the aggregate, the "Benefits"):


 


6.1             
Vacations. Permit the Executive a paid vacation of two (2) weeks for each twelve (12) month period of employment, which
vacation time shall be taken at such times as are consistent with the Executive's responsibilities hereunder but in no event earlier
than December 1, 2014. No more than two (2) weeks of accumulated vacation time may be carried over from one twelve (12) month
period to the next; any other vacation time, if not utilized, may not be carried over.


 


6.2             
Reimbursement of Expenses. Subject to prevailing Company policy or such guidelines as may be established by the Board,
pay directly or reimburse the Executive upon his submission of such expense accounts and supporting documents as are reasonably
required by the Company, for all reasonable and necessary business expenses incurred by the Executive as part of and in connection
with the performance of his duties specified herein.


 


6.3             
Health Insurance. Provide the Executive (and his spouse where applicable) with the medical benefits as in effect on the
date of this Agreement, or as modified from time to time by the Company at its discretion, which the Company provides to its executive
employees generally. The Executive shall have the right, at his own expense, to add any dependents to the insurance coverage.


 


7.                 
Background Investigation. The Executive acknowledges that the Company is a public company and as a result thereof, full
disclosure of the background of the Executive, as Chief Executive Officer of the Company, will be required. Accordingly, the Executive
agrees to cooperate with a company to be retained by the Board to conduct a background due diligence investigation of the Executive
and this Agreement is subject to a satisfactory due diligence investigation. In the event that such investigation shall reveal
information which, in the opinion of the Company, would have any adverse effect on the Company, its ability to raise money in
a public or private offering, or on the Executive's ability to perform his obligations hereunder, the Company shall have the right
to terminate this Agreement by written notice thereof to the Executive, upon which event this Agreement shall be null and void,
and neither party shall have any further liability to the other hereunder. The Executive represents that he has no knowledge of
any matter which would be disclosed by such investigation which would have any adverse effect on the Company, its ability to raise
money in a public or private offering, or on the Executive's ability to perform his obligations hereunder. The Board, at its sole
discretion, may waive the requirement for a third-party background check, and in its place substitute a completed SEC compliant
director and officer questionnaire in a form approved by the Company’s counsel.


 



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8.                 
Termination of Employment.


 


The
employment of the Executive by the Company commences on the Commencement Date and shall terminate (the "Termination Date")
upon the occurrence of any of the following:


 


8.1             
End of Term. The end of the term of this Agreement, or any renewal thereof, as provided in Article 3 hereof;


 


8.2             
Death. The death of the Executive;


 


8.3             
Disability. The Disability of the Executive;


 


8.4             
Cause. The giving of notice by the Company to the Executive of termination for Cause; or


 


8.5             
Without Cause. The giving of notice by the Company to the Employee of termination for any reason whatsoever other than
Cause; or


 


8.6             
Resignation. The resignation of the Executive upon no less than thirty (30) days prior notice.


 


9.                 
Effect of Termination.


 


In
the event of the termination of the Executive's employment for any of the reasons set forth in Article 8 hereof, all Annual Compensation
and Benefits payable to the Executive shall terminate as of the Termination Date and the Executive, his estate or his legal representative,
as the case may be, shall only be entitled to:


 


		(a)	Any
                                         Base Salary accrued and all Bonuses in Section 5.2 not yet paid or granted as of the
                                         Termination Date; and



 


		(b)	Reimbursement
                                         for all expenses incurred, but not yet paid prior to the Termination Date; and



 


		(c)	Any
                                         other compensation and/or benefits as may be provided in accordance with the terms and
                                         provisions of any applicable plans and programs of the Company; and



 


		(d)	If,
                                         and only if, the termination is pursuant to Section 8.5 hereof, and (a) the Termination
                                         Date occurs on or prior to the third anniversary of the Commencement Date, a severance
                                         payment equal to three (3) month's Base Salary, or (b) the Termination Date occurs after
                                         the third anniversary of the Commencement Date, a severance payment equal to six (6)
                                         month’s Base Salary, in each case, payable in equal bi-weekly installments on the
                                         Company's regular salary payment dates, provided that the Executive executes, and does
                                         not revoke, a General Release of all claims relating to his employment and termination
                                         of employment from employment in a form provided by the Company. The Executive understands
                                         that should he fail or refuse to execute the General Release provided by the Company,
                                         or revoke such General Release, he shall not be entitled to any severance payments under
                                         this section.



  


10.             
Writings; Intellectual Property.


 


10.1         
The Company shall own all right, title and interest in any writings or other materials written or produced by Executive or under
Executive's supervision (whether alone or with others) that relate in any manner to, or which are capable of being used in, Company's
existing or contemplated business (including, without limitation, work for or by Company's customers) (the "Writings"),
and all copyrights, common law and statutory in the United States and foreign countries, pertaining to such Writings.


 


10.2         
The Executive agrees that any intellectual property and other property rights in any work product, developments, concepts, discoveries,
know-how, improvements, trade secrets or inventions, whether or not patentable or registerable under copyright of similar laws,
and conceived or developed by the Executive or caused to be conceived or developed or reduced to practice by the Executive, whether
or not during regular working hours, during the Term of Employment and the period during which the Executive was employed by the
Company pursuant to the Initial Employment Agreement, including, without limitation, all patents, copyrights, trademarks, service
marks and other intellectual property rights related thereto (collectively, the "IP") shall be deemed to be owned
exclusively by the Company provided that they (i) relate at the time of conception or development to the actual or demonstrably
proposed business or research and development activities of the Company; (ii) result from or relate to any work performed for
the Company; or (iii) are developed through the use of Confidential Information (hereinafter defined in Section 11.2) and/or Company
owned resources or in consultation with Company personnel. Executive further acknowledges that all IP which is made by him (solely
or jointly with others) within the scope of and during the Term of Employment are “works for hire” (to the greatest
extent permitted by applicable law) but, that, in the event that any such IP is deemed not to be a work for hire, Executive hereby
unconditionally and irrevocably transfers and assigns to the Company any and all rights, title and interest the Executive may
currently have (or in the future may have) by operation of law or otherwise in or to any IP. Executive agrees to execute and deliver
to the Company any transfers, assignments, documents or other instruments necessary or appropriate to vest complete title and
ownership of any IP, and all associated rights, exclusively in the Company pursuant to this Agreement.


 



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11.             
Confidentiality of Information and Duty of Nondisclosure.


 


11.1         
Acknowledgment by Executive. The Executive acknowledges and agrees that his employment by the Company under this Agreement
necessarily involves his understanding of and access to certain trade secrets and confidential information pertaining to the Business
as well as relationships with customers and suppliers of the Business.


 


11.2         
Confidentiality. Accordingly, the Executive agrees that at all times during the term of this Agreement and thereafter,
he will not, directly or indirectly, without the express authority of the Board unless directed by applicable legal authority
having jurisdiction over the Executive, disclose to or use for the benefit of any Person, or himself, any files, trade secrets,
proprietary information or other Confidential Information concerning the Business. Further, the Executive agrees that he will
not, directly or indirectly, remove or retain, without the express prior written consent of the Board, any figures, calculations,
letters, papers, records, documents, electronic media instruments, drawings, designs, programs, or any copies thereof, or any
information or instruments derived therefrom, or any other similar documents or information of any type or description, however
such information might be obtained or recorded and on whatever medium such information may be contained, arising out of or in
any way relating to the Business obtained as a result of or in connection with his employment, heretofore or hereafter, by the
Company and upon termination of this Agreement, shall promptly return any of the same in his possession to the Company. The Executive
acknowledges that all of the foregoing constitutes proprietary information, which is the exclusive property of the Company. As
used in this Section 11.2, "Confidential Information" shall mean any information relating to this Agreement, the business
or affairs of the Company or the Business, and information relating to financial statements, customer identities, potential customers,
employees, suppliers, servicing methods, equipment, programs, strategies and information, analyses, profit margins or other proprietary
information used by the Company in connection with the Business.


 


11.3         
Limitations on Obligations. From and after the Termination Date, the restrictions set forth in this Article shall not apply
to such information which is then in the public domain, if the Executive was not responsible, directly or indirectly, for permitting
such information to enter the public domain without the consent of the Company.


  


		12.	Covenant
                                         Not to Compete.



 


12.1         
Consideration. This covenant between the Executive and the Company is being executed and delivered by the parties in consideration
of the covenants of the Company and the Executive contained in this Agreement.


 


12.2         
Non-Compete. The Executive hereby agrees that during the Term of Employment and for a period commencing on the termination
of his employment with the Company for any reason whatsoever, with or without Cause, voluntarily or involuntarily, and ending
three (3) years after the date of such termination, except on behalf of the Company, he will not, directly or indirectly, as agent,
employee, consultant, representative, stockholder, manager, member, partner or in any other capacity, own (other than through
the passive ownership of less than one percent (1%) of the publicly traded shares of any Person), operate, manager, control, engage
in, invest in (other than through the passive ownership of less than one percent (1%) of the publicly traded shares of any Person)
or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any Person)
or otherwise assist any Person that engages in or owns, invests in, operated, manages or controls any venture or enterprise that
directly or indirectly engages or proposes to engage in any business competitive in any material respects with any portion of
the Business anywhere in the United States (the "Territory").


 


12.3         
Non-Solicitation. Without limiting the generality of the provisions of Section 12.2, the Executive hereby agrees that during
the Term of Employment and for a period commencing on the termination of his employment with the Company for any reason whatsoever,
with or without Cause, voluntarily or involuntarily, and ending three (3) years after the date of such termination (the “Restricted
Period”), he will not, except on behalf of the Company, directly or indirectly, solicit, or participate as agent, employee,
consultant, representative, stockholder, manager, partner or in any other capacity in any business which solicits business from
any Person which is or was a customer or prospective customer or supplier of the Business at any time during the three (3)-month
period preceding the date of such solicitation, or from any successor in interest to any such Person, for the purpose of securing
business or contracts related to any portion of the Business.


 


12.4         
Interference with Relationship.


 


12.4.1   
During the Restricted Period, the Executive shall not, directly or indirectly, as agent, employee, consultant, distributor, representative,
stockholder, manager, member, partner or in any other capacity, request, directly or indirectly, that any suppliers, customers
or clients of the Company, or other Persons sharing a business relationship with the Company curtail or cancel their business
with the Company, or in any other way interfere with any such business relationships with the Company, or otherwise take action
which might be to the material disadvantage of the Company.


 


12.4.2   
During the Restricted Period, the Executive shall not, without the prior written consent of the Company, except on behalf of the
Company, directly or indirectly, as agent, employee, consultant, distributor, representative, stockholder, manager, member, partner
or in any other capacity, employ or engage, or recruit or solicit for employment or engagement, any person (i) who is employed
or engaged by the Company or any of its affiliates, or (ii) who was employed or engaged by the Company within twenty-four (24)
months of such contact, or otherwise seek to influence or alter any such person's relationship with the Company.


 


12.5         
Blue-Pencil. If any court of competent jurisdiction shall at any time deem the term or any particular restrictive covenant
contained in this Article 12 too lengthy or the Territory too extensive, the other provisions of this Article 12 shall nevertheless
stand, and the Restricted Period and/or the Territory shall be reduced to such duration or size of such court shall determine
to be permissible.


 



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		13.	Certain
                                         Remedies.



 


13.1         
Accounting. The Executive agrees that upon a breach of any of the covenants set forth in Article 11 or 12, the Company
shall be entitled to an accounting and payment by the Executive of all profits realized by him as a result of any such violation,
in addition to the injunctive relief set forth in Section 13.2.


 


13.2         
Injunctive Relief. The Executive acknowledges and agrees that the covenants set forth in Articles 11 and 12 are reasonable
and necessary for the protection of the Company's business interests, that irreparable injury will result to the Company if the
Executive breaches any of the terms of Article 11 or 12 and that in the event of any actual or threatened breach by the Executive
of any of the provisions contained in Article 11 or 12, the Company will have no adequate remedy at law. The Executive accordingly
agrees that in the event of any actual or threatened breach by him of any of the provisions contained in Article 11 or 12, the
Company shall be entitled to injunctive and other equitable relief, without the necessity of showing actual monetary damages and
without posting any bond or other security, in addition to pursuing any other remedies available to it for such breach or threatened
breach, including the recovery of any damages.


 


13.3         
Independent Covenants. The provisions of Articles 11 and 12 shall be read and construed and shall have effect as separate,
severable and independent provisions or restrictions, and shall be enforceable accordingly. The existence of any claim or cause
of action which the Executive may have against the Company shall not constitute a defense or bar to the enforcement of any of
the covenants contained in Articles 11 and 12.


 


13.4         
Costs of Enforcement. In addition thereto, if the Company shall resort to litigation to enforce any of the covenants contained
in Article 11 or 12, the successful party in such litigation shall be entitled to recover from the other party all of its costs
of litigation, including reasonable attorneys' fees.


 


13.5         
Extension of Covenant. If the Company must resort to litigation to enforce any of the covenants contained in Article 12
which has a fixed term, then such term shall be extended for a period of time equal to the period of such breach, beginning on
the date of a final court order (without further right of appeal) acknowledging the validity of such covenant or, if later, the
last day of the original fixed term of such covenant.


 


13.6
Change of Control: Should a “Change of Control” of the company occur as defined in the securities market,
all Bonuses in Section 5.2 of the Employment Agreement will be deemed 100% (one hundred percent) earned and granted.


 


14.             
Survival of Obligations. Notwithstanding anything contained in this Agreement to the contrary, the obligations of the Executive
under Articles 10, 11 and 12, and the rights and remedies of the Company under Article 13 shall survive the termination of the
Executive's employment hereunder for any reason whatsoever.


 


15.             
Non-Disparagement. Executive will not, at any time, during or after this Agreement, directly or indirectly, publish or
communicate disparaging or derogatory statements or opinions in any way about the Company or its affiliates, including but not
limited to disparaging or derogatory statements or opinions about the Company's management, products or services, to any third
party. It shall not be a breach of this section for Executive to testify truthfully in any judicial or administrative proceeding
or to make statements or allegations in legal filings based upon the Executive's reasonable belief and are not made in bad faith.
The Company will not, at any time, during or after this Agreement, directly or indirectly, publish or communicate disparaging
or derogatory statements or opinions about Executive to any third party unrelated to the Company. It shall not be a breach of
this section for the Company, or its employees to testify truthfully in any judicial or administrative proceeding or to make statements
or allegations in legal or government filings that are based on the Company's reasonable belief and are not made in bad faith.
The provision of this Article 15 shall survive the termination of the Executive's employment hereunder for any reason whatsoever.


 


16.             
Initial Employment Agreement Terminated. Effective as of the Commencement Date, this Agreement supersedes in its entirety
the Initial Employment Agreement, which Initial Employment Agreement shall be null and void and of no further force and effect.
The Executive acknowledges that, except for any base salary accrued but not yet paid or for any unreimbursed expenses due under
the Initial Employment Agreement, the Executive has no right to, and hereby remises and releases the Company from, any further
compensation, benefits or entitlements under the Initial Employment Agreement. Specifically, but not in limitation of the foregoing,
the Executive acknowledges that it has received Incentive Stock Options for 20,000 shares of stock pursuant to a separate Incentive
Stock Option Agreement, and has no further rights or entitlements to any stock options pursuant to the Initial Employment Agreement.


 


17.             
Executive Representations.


 


The
Executive represents and warrants to the Company, knowing and intending that it shall rely thereon, as follows:


 


17.1         
No Violations. The execution and delivery of this Agreement by the Executive, and the performance by the Executive of his
obligations hereunder, does not violate any other agreement or contract to which the Executive is a part or by which he may be
bound.


 


17.2         
Authority. The Executive has the power and authority to enter into this Agreement and this Agreement constitutes the valid,
legal and binding obligation of the Executive, enforceable in accordance with its terms.


 


17.3         
No Prior Obligations. Executive is under no obligation to any former employer or any other person which is in any way inconsistent
with, or which imposes any restriction upon, Executive's acceptance of employment hereunder with the Company, the employment of
Executive by the Company, or Executive's undertakings under this Agreement.


 



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18.             
Successors.


 


18.1         
The Executive. This Agreement is personal to the Executive and, without the prior express written consent of the Company,
shall not be assignable by the Executive, except that the Executive's rights to receive any compensation or benefits under this
Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or pursuant to a domestic
relations order. This Agreement shall inure to the benefit of and be enforceable by the Executive's heirs, beneficiaries and/or
legal representatives.


 


18.2         
The Company. This Agreement shall inure to the benefit of and be binding upon the Company, and its affiliates, successors
and assigns.


 


		19.	Miscellaneous.



 


19.1         
Governing Law, Arbitration and Venue. This Agreement shall be governed and construed in accordance with the laws of the
state of Nevada. If any controversy or claim arising out of this Agreement or the parties' relationship cannot be settled, the
controversy or claim, whether legal or equitable in nature, including the remedy of rescission, shall be resolved by submission
of the dispute to binding arbitration through the "Fast Track" program of the Arbitration Service of Portland, Oregon
or such other binding arbitration as the parties mutually agree to, provided that the arbitration hearing, if any, must take place
in Portland, Oregon. The parties agree that the arbitrator shall have the power to adjudicate all equitable claims and remedies,
including but not limited to injunctive relief. The decision of the arbitrator or arbitrators shall not be subject to appeal.


 


19.2         
Amendments. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties
hereto or their respective successors and legal representatives.


 


19.3         
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given
if and when (a) delivered personally, (b) transmitted by prepaid telegram, telex or facsimile except that any notice, request,
demand, instruction, consent or other communication transmitted in the manner set forth in this subjection (b) shall not be deemed
to have been duly given unless and until it is actually received by the intended recipient, (c) mailed by first class certified
mail, return receipt requested, postage prepaid, or (d) sent by a nationally recognized express courier service, postage or delivery
charges prepaid, for overnight delivery, to the parties addressed as follows:


 


If
to the Executive: David J. Hofflich


5061
Seagrove Cove


San
Diego, CA 92130


 





If
to the Company:as it then principal place of business


 


With
a copy to:


  


or
to such other address as any party hereto shall have furnished to the others in writing in accordance herewith. Notices and communications
shall be effective when actually received by the addressee.


 


19.4         
Withholding. The Company shall withhold from any amounts payable under this Agreement such federal, state or local income
taxes as shall be required to be withheld pursuant to any applicable law or regulation and all benefit costs payable by the Company's
similarly situated salaried employees.


 


19.5         
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.


 


19.6         
Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force and effect.


 


19.7         
Entire Agreement. This Agreement contains the entire agreement between the parties concerning the subject matter hereof
and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between
the parties with respect thereto.


 


19.8         
Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement
and the Executive's Term of Employment hereunder, to the extent necessary to the intended provision of such rights and the intended
performance of such obligations.


 


19.9         
Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which shall remain in full force and effect.


 


19.10     
Headings. The headings in this Agreement are for the convenience of reference only and shall not be deemed to define, limit,
or describe the scope and intent of this Agreement, or any article or section thereof, or to alter or affect the interpretation
of any provision thereof.


 



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IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.


 


XZERES
WIND CORP.


 


  


By:
/s/ Authorized Signatory


 


 


XZERES
WIND CORP.


 


Board
of Directors


 


By:
/s/ Steven Shum


 


By:
/s/ Robert Garff




 


By:
/s/ William Hagler


 





 


 


/s/
David J. Hofflich


DAVID
J. HOFFLICH, Executive


 








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