Exhibit
10.7

    


    AMENDMENT
NO. 1 TO

     

    REGISTRATION RIGHTS
AGREEMENT

     

    THIS AMENDMENT, dated as of
September 22, 2008 (this “Amendment”), is between JUHL WIND, INC., a Delaware
corporation (the “Company”), and each of the several purchasers signatory hereto
(each such purchaser, a “Purchaser” and collectively, the
“Purchasers”).

     

    WITNESSETH

     

    WHEREAS,
the parties hereto have heretofore entered into a Registration Rights Agreement,
dated as of June 24, 2008 (the “Registration Agreement”); and

     

    WHEREAS,
the Company and the Purchasers wish to amend the Registration Agreement to
extend by 30 days the timeframes by which the Company shall be required to file
a Registration Statement and obtain its effectiveness.

     

    NOW,
THEREFORE, the parties hereto, in consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree to amend the
Registration Agreement as follows:

     

    1.           Definitions;
References.  Unless otherwise specified herein, each term used
herein that is defined in the Registration Agreement shall have the meaning
assigned to such term in the Registration Agreement.  Each reference
to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar
reference, and each reference to “this Agreement” and each other similar
reference, contained in the Registration Agreement shall from and after the date
hereof refer to the Registration Agreement as amended hereby.  Except
as amended hereby, all terms and provisions of the Registration Agreement shall
continue unmodified and remain in full force and effect.

     

    2.           Extension of
Timeframes.  The Purchasers hereby grant a 30-day extension
(i.e., for filing, to October 22, 2008, and for effectiveness, to January 20,
2009 or February 19, 2009, as applicable) of the timeframes set forth in Section
2 of the Registration Agreement (including the definitional terms therein), and
no liquidated damages shall accrue during such 30-day period.

     

    3.           Counterparts.  This
Amendment may be executed in counterparts, all of which shall be one, and the
same, agreement.

     

    4.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on the date first above written.

     

    JUHL
WIND, INC.

     

    
      
        
          	
                  By:

                	
                  /s/
      John Mitola

                	 
	 
      	
                  John
      Mitola

                	 
	 
      	
                  President

                	 


        

      

    

    


    
      	
              VISION
      OPPORTUNITY MASTER FUND, LTD.

            


    

    


    
      
        
          	
                  By:

                	
                  /s/
      Adam Benowitz

                	 
	 
      	
                  Name:
      Adam Benowitz

                	 
	 
      	
                  Title:
      Portfolio Manager

                	 


        

      

    

    


    DAYBREAK
SPECIAL SITUATIONS MASTER FUND, LTD.

    


    
      
        
          	
                  By:

                	
                  /s/
      Larry Butz

                	 
	 
      	
                  Name:
      Larry Butz

                	 
	 
      	
                  Title:
      Managing Member

                	 


        

      

    

    


    
      
        
          	
                  /s/
      Bruce Meyers

                	 
      
	
                  Bruce
      Meyers

                	 
      


        

      

    

    


    
      
        
          	
                  /s/
      Imtiaz Khan

                	 
      
	
                  Imtiaz
      Khan

                	 
      


        

      

    

    


    GREENVIEW
CAPITAL, LLC

     

    
      
        
          	
                  By:

                	
                  /s/
      Gene Maher

                	 
	 
      	
                  Name:
      Gene Maher

                	 
	 
      	
                  Title:
      Managing Member

                	 


        

      

    

    


    
      
        
          	
                  /s/
      John Prinz

                	 
      
	
                  John
      Prinz

                	 
      


        

      

    

    


    
      
        
          	
                  /s/
      Gene Maher

                	 
      
	
                  Gene
      Maher

                	 
      


        

      

    

    


    
      
        
          	
                  /s/
      Joel Taylor

                	 
      
	
                  Joel
      Taylor

                	 
      


        

      

    

    


    
      
        
          	
                  /s/ Matthew Damman

                	 
      
	
                  Matthew
      Damman

                	 
      


        

      

    

     

    
      
        
        

      

      
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