EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 1 ^st day of June, 2008 (“Effective Date”), by and between HELIX WIND, INC., a Nevada corporation (“Helix” or “Company”), and IAN GARDNER (“Executive”), and is made with reference to the following considerations and terms:

I.   Recitals .

A.   As of the January 1, 2007, Employee has been employed by Company in various capacities, and as of the Effective Date will become employed by Company as the CEO.

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 December 31, 2010 (“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.

III.   Duties and Responsibilities of Executive .

A.   Performance of Duties .  Executive shall serve as the Chief Executive Officer (CEO) of the Company and, as such, he shall perform all duties commonly incident to such office.  Executive shall work together with the President 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”) of the Company from time to time.  In addition, the Executive shall also serve as a member 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’s 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, and, if applicable, the Severance Period (defined herein), 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 Salary, 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, Accrued Salary, and a Signing Bonus, as set forth in Exhibit “A” hereto, and subject to the following:

1.   Accrued Salary .  Notwithstanding the foregoing, if in the discretion of management there is not sufficient cash flow to pay any portion of the increase in Base Salary beginning August 1, 2008, such accrued increase in Base Salary shall be accrued and remain unpaid (“Accrued Increase in Base Salary”).  At such time as the Company, in the discretion of management, has secured sufficient assets to pay the Accrued Increase in Base Salary, the same shall immediately be paid to Executive, unless otherwise converted into Common Shares of Helix stock.

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.

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 pursuant to the schedule 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 and short and long term benefit accruing to shareholders.  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.

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 of Directors 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, Company also may pay to Executive additional bonuses, from time to time, the payment, amounts and timing of which shall be determined annually by the Board or Compensation Committee, in its sole discretion.

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, with such vacation being fully earned and accrued as of the first day of each such employment year.

2.   Insurance .  The Company shall provide Executive with health and medical, dental, optical, life, and disability insurance consistent with the coverage offered by the Company to its other Executives.  The Company shall pay Executive’s current health & medical, dental, life insurance, disability and optical plan premiums for at least three months or until such time as the Executive has been accepted by the respective plan into the Company’s new program without exclusions or waiting periods for benefits.

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, in-home office equipment (including, without limitation; telephone, facsimile, laptop, printer, internet, and e-mail service), 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 .  Effective upon execution of this Agreement, Executive shall be entitled to participate in the Company’s 2008 Omnibus Stock Plan (“2008 Stock Plan”) and shall be granted an Incentive Stock Option to purchase the number of shares of the Company Common Stock (the “2008 Option Shares”) equal to 2.334% of those common shares issued and outstanding after the closing of series A financing (post-dilution), at an exercise price equal to the price specified in the series A offering, in accordance with a Notice of Grant and Stock Option Agreement to be executed by Executive and the Company, according to the terms and conditions of the 2008 Stock Plan.

1.  Vesting of Options .  The 2008 Option Shares will vest in the following manner:

a. Forty percent (40%) upon execution of the 2008 Stock Plan;

b. twenty percent (20%) on December 31, 2008;

c.  twenty percent (20%) on December 31, 2009; and

d.  twenty percent (20%) on December 31, 2010

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 2008 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

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.   Piggy-Back Registration :  Executive shall be entitled to “piggy-back” registration rights on registrations of the Company Common Stock; subject to the right, however, of the Company and its underwriters, in their sole discretion, to reduce the number of shares proposed to be registered pro rata with the other holders of the Company’s Common Stock in view of market conditions and customary lock-up and stand-off provisions..   The Company shall bear registration expenses (exclusive of underwriting discounts and commissions and special counsel of the selling shareholders) of all demand and piggy-back registrations.   The registration rights may be transferred provided that the Company is given written notice thereof and provided that the transfer is in connection with a transfer of all securities of the transferor.

7.   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 2.334% 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 2008 Option Shares.  Any such Reload Option shall be subject to such other terms and conditions as the Board or Committee may determine.

A.   Notice .  Executive’s employment with the Company may be terminated by the Company With or Without Cause, upon written notice (i) during the Initial Term, equal to the remainder of the Initial Term or three hundred and sixty five (365) days, whichever is greater; and (ii) during any Additional Terms, equal to three hundred and sixty five (365) days (in either case, the “Notice Period”).

B.   Termination Without Cause .  The Compan