BOARD OF DIRECTORS

THIS HELIX WIND, INC., BOARD OF DIRECTORS SERVICE AND INDEMNIFICATION AGREEMENT (“Agreement”) is executed and entered into effective as ofJune 16, 2009 by and between Helix Wind, Corp., a Nevada corporation, (the “Company”) and Gene Hoffman, an individual (“Director”), with reference to the following facts:

A.   The Company has requested that Director serve on its Board of Directors as an independent director.

B.   In order to induce Director to serve on the Board, the Company has agreed to pay Director the compensation (the “Compensation”) set forth below and to contractually obligate itself to indemnify Director to the fullest extent permitted by applicable law so that Director will serve or continue to serve the Company free from undue concern that he will not be so indemnified; and Director has agreed to serve on the Board in consideration of the foregoing.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Director hereby covenant and agree as follows:

1.   Service By Director .  Director agrees to serve as a member of the Board of Directors of the Company (the “Board”), for the Term, and in consideration of the Compensation and other terms and conditions of this Agreement set forth below. Notwithstanding the foregoing, Director may at any time and for any reason resign from such position, subject to the provisions of this Agreement and any contractual or other obligation imposed by operation of law.

1.1   Duties .  As an independent member of the Board, Director shall use his best efforts to perform the duties commonly incident to the office and as set forth in the Company Bylaws, including, without limitation:

1.1.1   attending or otherwise participating in all regular and special meetings of the Board;

1.1.2   reviewing the performance of the officers of the Company;

1.1.3   making himself reasonably available for consultation with the officers of the Company immediately before and after Board meetings, as needed;

1.1.4   advising the Company in development and implementation of its strategic development and business plans;

1.1.5   assisting the Company in the development of its capitalization plan; and

1.1.6   doing all other things reasonably requested by the Board in order to advance the business and economic interests of the Company and its shareholders.

1.2   Fiduciary Duty .  Director acknowledges and agrees that in his capacity as a member of the Board, he has a fiduciary duty to the Company and its shareholders. Accordingly, Director agrees to use his best efforts to refrain from and avoid any action or activity that would constitute or be likely to create a conflict of interest with respect to his duties to the Company. Director further covenants and agrees to use his best efforts to comply with and abide by all policies, procedures, guidelines and governing principles as may be adopted by the Board from time to time; 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 reasonably necessary in order to satisfy the requirements of the Board.

2.   Term .  This Agreement shall be effective as of the date first set forth above (the “Effective Date”) and shall continue for a period of one (1) year thereafter (the “Initial Term”), terminating on the first anniversary of the Effective Date (the “Termination Date”). This Agreement will terminate automatically without the necessity of further notice or action of any kind upon the Termination Date, or earlier upon Director’s resignation or removal from the Board for any reason. Following the expiration of the Initial Term, Director may be elected to serve on the Board for additional terms, subject to the approval of the shareholders of the Company, and in such event, it is anticipated that the Company will enter into a new agreement with Director.

3.   Compensation .

3.1   Annual Stipend .  Commencing the first month of the quarter  following the closing of  the next $3m in funding as of the date of this agreement.  Director will receive an annual stipend in the amount of  $12,000, payable in four equal quarterly installments of $3,000 each, in advance on or before the first day of each calendar quarter throughout Director’s Term.  In the event Director is appointed to serve as the Chairman of any Committee of the Board, Director will receive an additional annual stipend in the amount of $2,500 payable upon appointment.

3.2   Business Expenses Reimbursements .  During the term of this Agreement, the Company will reimburse Director promptly for all reasonable, pre-approved business expenses incurred by Director, whether or not deductible by Company for income tax purposes, including without limitation, meals, travel, lodging, entertainment, parking, business meetings, and such other business expenses reasonably incurred by Director 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.

3.3   Equity Compensation .  Effective upon execution of this Agreement, Director will be granted a Non-Qualified Option, pursuant to the Company’s 2008 Omnibus Stock Plan (“2008 Stock Plan”), to purchase 300,000 shares (the “Option Shares’) of the Company Common Stock at a purchase price equal to the closing days outstanding selling price (“strike price”) on the day this agreement is executed. The terms and conditions of the Non-Qualified Stock Options shall be set forth in a separate Notice of Grant and Stock Option Agreement (collectively the “Stock Option Agreement”) to be provided by the Company. The Option Shares will vest as follows:

3.3.1   75,000 shares shall vest upon the execution of this Agreement.

3.3.2   75,000 shares shall vest upon the 12 month anniversary of this Agreement.

3.3.3   75,000 shares shall vest upon the 24 month anniversary of this Agreement.

3.3.4   75,000 shares shall vest upon the 36 month anniversary of this Agreement.

3.3.5   Notwithstanding the foregoing, if this Agreement terminates prior to full vesting of the Option Shares due to Director’s failure to be re­elected to the Board or any reason other than (i) Director’s Removal for “Cause” as defined in the Stock Option Agreement, or (ii) Director’s voluntary resignation, all unvested Option Shares shall immediately vest without further notice or action of any kind. In the event this Agreement terminates prior to full vesting of the Option Shares due to Director’s removal for “Cause” as defined in the Stock Option Agreement, or (ii) Director’s voluntary resignation, all unvested Option Shares shall immediately be cancelled, as of the effective date of termination, in accordance with the 2008 Stock Plan and the Stock Option Agreement.

4.   Protection of Company Property .

4.1   Restriction on Use .  Director recognizes and acknowledges that he will have access to Confidential Information (as defined below) relating to the business or interest of the Company or of persons with whom the Company may have business relationships. Except as permitted herein or as may be approved by the Company from time to time, the Director will not during the Term of this Agreement or at any time thereafter, use, disclose or permit to be known by any other person or entity, any Confidential Information of the Company (except as required by applicable law or in connection with the performance of the Director’s duties and responsibilities hereunder). If Director is requested or becomes legally compelled to disclose any of the Confidential Information, he will give prompt notice of such request or legal compulsion to the Company. The Company may waive compliance with this section 4 or will provide Director with legal counsel at no cost to Director to seek an appropriate remedy.

4.2   Confidential Information Defined .  The term “Confidential Information” means information relating to the Company’s business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, vendor and supplier lists, employee lists, employment agreements (other than this Agreement), personnel policies, the substance of agreements with customers, suppliers and others, marketing arrangements, customer lists, commercial arrangements, or any other information relating to the Company’s business that is not generally known to the public or to actual or potential competitors of the Company (other than through a breach of this Agreement). This obligation shall continue until such Confidential Information becomes publicly available, other