0001255294-12-000411 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 13th, 2012 • XZERES Corp. • Engines & turbines

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of the 28th day of March, 2012 by and between XZERES WIND CORP., a Nevada corporation (“Company”), and FRANK GRECO (“Executive”).

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Purchase Order Financing Agreement
Purchase Order Financing Agreement • June 13th, 2012 • XZERES Corp. • Engines & turbines • Oregon

FOR VALUE RECEIVED, XZERES Corp., a Nevada corporation (the “Company”), (OTC BB: XPWR) hereby promises to pay Dorothy D. Gage, Trustee under the Dorothy D. Gage Living Trust and William N. & Jean S. Hagler Trust (the “Holder”) by May 15, 2013 (the “Maturity Date”), or earlier, the Face Amount of Two Hundred and Fifty Thousand dollars ($250,000) U.S., plus accrued interest, in such amounts, at such times and on such terms and conditions as are specified herein.

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