Filed by sedaredgar.com - Americas Wind Energy Corporation - Exhibit 10.3






ASSIGNMENT AND ASSUMPTION AGREEMENT AND
CONSENT

     This Assignment and Assumption
Agreement and Consent (this “Assignment”) is made as of this 5th day of March
2009 by and among Americas Wind Energy, Inc., an Ontario registered company
(“AWE”), EWT-Americas Inc., a Delaware corporation (“EWT”), and Rural Electric
Convenience Cooperative Co., an Illinois non-profit corporation (“Customer”).


     WHEREAS, AWE and Customer entered
into a Purchase and Sale Contract: 07 04 002 dated July 2, 2007 by and between
AWE and Customer (the “Contract”), in connection with the purchase and related
services of one (1) AWE54-900 wind turbine by Customer (the “Contract”); and

     WHEREAS, AWE wishes to assign to
EWT all of its rights, title and interest in the Contract and EWT has agreed to
assume the obligations of AWE under the Contract, subject to the terms set forth
in this Assignment.

     NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     1. Assignment and Assumption
of the Contract. Effective as of the Effective Date (defined below), AWE
hereby grants, assigns and conveys to EWT all rights, interests, and benefits of
AWE to the Contract, including without limitation, AWE’s rights under the AWE
LOR (as defined below in Section 6), and EWT hereby assumes and agrees to
assume, observe and perform all of the obligations and liabilities of AWE with
respect to the Contract arising after the Effective Date. The Effective Date
shall be the date upon the last to occur of (i) the execution and delivery by
AWE and EWT and the other parties named therein of that certain Sublicense
Agreement dated the date hereof (the “Sublicense”), and (ii) the delivery of
this Assignment fully signed by all parties and all required consents referred
to therein.

     2. Deposit. AWE confirms
receipt of the deposit paid by Customer in the amount of $313,750 U.S. under the
terms of the Contract. AWE agrees to pay such Deposit to EWT in accordance with
the terms of the Sublicense. EWT agrees to credit such Deposit against the
purchase price in accordance with the terms of the Contract.

     3. Indemnification. AWE
shall indemnify and hold EWT, its officers, directors, employees, shareholders
and agents, harmless from any and all claims, damages, expenses, and liabilities
of whatever nature, including reasonable attorneys’ fees arising out of any (a)
act, omission, or default by AWE under the Contract or as a party to the
Contract, arising any time up to and including the Effective Date; and (b) any
breach or misrepresentation of any representations, warranties or covenants
contained in this Assignment. This indemnification is entitled to any set off
rights EWT may have against AWE under the Sublicense.

     4. Customer Consent.
Customer hereby consents to this Assignment and agrees to submit all payments
and any other obligations of Customer under the Contract to EWT at
________________________________________ , attention _________________ , or as
may be otherwise directed from time to time in writing by EWT.




     5. Representations and
Agreements of AWE and Customer. AWE and Customer hereby represent, warrant,
covenant and agree as follows:

     (a) The
Contract is in full force and effect and has not been modified or amended, AWE
and Customer have not assigned their interests in the Contract, and the Contract
represents the entire agreement between AWE and Customer; and

     (b) The
Customer has made only the Deposit and no other payments have been made by
Customer to AWE in connection with the Contract and there have been no
deliveries made or services rendered under the Contract by AWE; and

     (c) All
obligations to be observed or performed by AWE under the Contract have been duly
observed or performed by AWE up to and including the date hereof; and

     (d) AWE
and Customer have no knowledge of any existing default under the Contract and no
event has occurred to the knowledge of AWE and Customer that, with or without
the giving of notice or with the passage of time, or both, would constitute a
default under the Contract.

     6. Letter of Restriction.
On or before the Effective Date, Customer shall issue to EWT a letter of
restriction providing for payment of the Balance (the “LOR”). Upon EWT’s receipt
of the LOR, that certain Letter of Restriction dated June 28, 2007 from Customer
to CoBank (the “AWE LOR”) that was issued to AWE under the Contract shall be
terminated.

     7. Amendment of Guaranty.
The parties hereto hereby agree that as of the Effective Date, the Continuing
Guaranty (the “Guaranty”) made and delivered as of July 16, 2007 by Emergya Wind
Technologies B.V. in favor of Customer in connection with the Contract be and it
hereby is amended in its entirety to refer to the Contract as assigned to EWT
with EWT being substituted as the Supplier thereunder.

     8. Entire Agreement. This
Assignment constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations, and discussions,
whether written or oral, of the parties, and there are no representations,
warranties, or other agreements between the parties in connection with the
subject matter hereof other than the Sublicense.

     9. Miscellaneous. The
section headings are for convenience of reference only and will not limit or
control the meaning of any provision of this Assignment. No delay or omission on
the part of any party hereto in exercising any right hereunder will operate as a
waiver of such right or any other right under this Assignment. This Assignment
may be executed in one or more counterparts, all of which shall be considered
one and the same Assignment, and shall become effective when one or more
counterparts have been signed by each of the parties and delivered personally or
by electronically to the other parties. Any provision of this Assignment may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the 

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parties hereto, or in the case of a waiver, by the party
against whom the waiver is to be effective. This Assignment shall be governed by
the laws of the State of Illinois without regard to its conflict of laws rules.
Any capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Contract.

[Signatures appear on following page]

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     IN WITNESS WHEREOF, the parties
have caused this Assignment to be executed by their duly authorized officers as
of the date first above written.

	Witness: 	 	 	“AWE” 

	  	 	 	Americas Wind Energy, Inc. 
	  	 	 	  	 
	  	 	 	By: 	 
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	  	 	 	Title: 	 
	  	 	 	  	 
	Witness: 	 	 	“EWT” 

	  	 	 	EWT-Americas Inc. 
	  	 	 	  	 
	  	 	 	By: 	 
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	  	 	 	Title: 	 
	  	 	 	  	 
	Witness: 	 	 	“Customer” 

	  	 	 	Rural Electric Convenience
      Cooperative 
	  	 	 	Co., 
	  	 	 	  	 
	  	 	 	By: 	 
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	  	 	 	Title: 	 


Signature Page to Assignment and Assumption Agreement (Rural)