STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 31 ^st day of October, 2008, is entered by and between Juhl Wind, Inc., a Delaware corporation (“Purchaser”) and Next Generation Power Systems, Inc., a South Dakota corporation (“NextGen”), and each of the selling shareholders of NextGen as set forth on Schedule A (each a “Selling Shareholder” and collectively the “Selling Shareholders”).

WHEREAS, the Selling Shareholders own in the aggregate 938,750 shares (100%) of the capital stock of NextGen, par value $.001 (the “Shares”); and

WHEREAS, Purchaser desires to purchase from the Selling Shareholders and the Selling Shareholders desire to sell to Purchaser the Shares on the terms and conditions set forth herein, in such amounts as stated opposite their respective names on Schedule A .

NOW, THEREFORE, in consideration of the foregoing and mutual covenants set forth below, the parties hereto agree as follows:

1.   PURCHASE AND SALE OF SHARES

1.1   Purchase of Shares. On the date hereof and subject to the terms and conditions of this Agreement, the Selling Shareholders shall issue, sell, assign, transfer, and deliver to Purchaser and Purchaser shall purchase, for the purchase price set forth in Section 1.2 hereof, the Shares at the closing provided for in Section 1.4 hereof (the “Closing”), free and clear of all liens, charges, or encumbrances of whatsoever nature.

1.2   Purchase Price. Purchaser agrees to pay to Selling Shareholders at the Closing the aggregate purchase price of Three Hundred Twenty-Two Thousand and Five Hundred Dollars ($322,500) (the “Purchase Price”) for the Shares by the delivery of the aggregate of 92,143 shares of unregistered common stock of the Purchaser (the “Stock Consideration”) issued to the Selling Shareholders, to be allocated among the Selling Shareholders as set forth on Schedule A . The Purchase Price includes the repayment of the note payable from NextGen to certain Selling Shareholders by delivery of unregistered common shares of Purchaser that are included in the Stock Consideration and allocated among the certain Selling Shareholders on Schedule A.

In addition, to the Stock Consideration, consideration for the sale of Shares to the Purchaser, shall include the purchase by Purchaser of the commercial building, located at 1502 17 ^th Street SE, Pipestone, Minnesota, 56164 (the “Real Estate”), and owned Next Generation Power Properties, LLC. The Real Estate shall be sold to Purchaser for the purchase price of $144,000 (the “Real Estate Purchase Price”). At Closing, the Selling Shareholders shall cause Next Generation Power Properties, LLC to transfer good and marketable title to the Real Estate by special warranty deed (free and clear of all interests, liens and encumbrances) to the individual members of Next Generation Power Properties, LLC (who are also Selling Shareholders) as tenants in common. The Selling Shareholders shall then sell as tenants in common the Real Estate to the Purchaser, and Purchaser agrees to pay the Real Estate Purchase Price by the delivery of an aggregate of 41,070 shares of unregistered common stock of the Purchaser (the “Real Estate Stock Consideration”) to the Selling Shareholders, to be allocated among the Selling Shareholders as set forth on Schedule A, and as evidenced by the real estate contract set forth on Schedule B (the “Real Estate Contract”).

In addition to the Stock Consideration and Real Estate Stock Consideration, consideration for the sale of the Shares to the Purchaser shall include assumption of the liabilities of NextGen, including the note payable to Merchant’s Bank (the “Merchant’s Note”), but excluding the note to the shareholders (hereinafter referred to as the “Shareholder Note”) which is being paid off as is described above. As a portion of this transaction, and in consideration of the Stock Consideration and Real Estate Stock Consideration, the Selling Shareholders agree to release NextGen from its obligations under the Shareholder Note, thus the Shareholder Note, upon closing and delivery of the Stock Consideration and Real Estate Stock Consideration, shall be deemed repaid and of no further force or effect. Additionally, upon assumption of the Merchant’s Note, Purchaser agrees to use commercially reasonable and diligent efforts to cause the lender to release the personal guarantees of the Selling Shareholders (the outstanding debt and liabilities of NextGen are set forth on Schedule C) .

1.3   Deliveries at Closing.   At the Closing: (i) Each Selling Shareholder will execute and deliver to Purchaser stock certificates and assignments representing all of his Shares, endorsed in blank or accompanied by duly executed assignment documents, and (ii) Purchaser shall deliver to the Selling Shareholders duly endorsed stock certificates representing the Stock Consideration and Real Estate Stock Consideration.

1.4   Closing. The closing of the transactions (the “Closing”) provided for in this Agreement shall take place on or before October 31, 2008 (the “Closing Date”) at 730 W. Randolph, 6 ^th Floor, Chicago, IL 60661.

2.   REPRESENTATIONS AND WARRANTIES BY NEXTGEN, SELLING SHAREHOLDERS AND PURCHASER

2.1   NextGen hereby represents and warrants to the Purchaser as follows:

(a)   NextGen is a corporation duly organized, validly existing and in good standing under the laws of the State of South Dakota. NextGen has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a material adverse effect on NextGen. NextGen is not in violation of any of the provisions of its Articles of Incorporation or by-laws. No consent, approval or agreement of any individual or entity is required to be obtained by NextGen in connection with the execution and performance by NextGen of this Agreement or the execution and performance by NextGen of any agreements, instruments or other obligations entered into in connection with this Agreement. NextGen has no subsidiary, and it does not have any equity investment or other interest, direct or indirect, in, or any outstanding loans, advances or guarantees to or on behalf of, any domestic or foreign individual or entity.

(b)   The authorized capital stock of NextGen consists of 2,000,000 shares of capital stock, 938,750 of which are validly issued and outstanding, fully paid and non-assessable.

(c)   NextGen is not a party to any agreement or understanding pursuant to which any securities of any class of capital stock are to be issued or created or transferred.

(d)   There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to NextGen’s best knowledge, threatened against NextGen or any of its properties or any of its officers or directors (in their capacities as such). There is no judgment, decree or order against NextGen that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. The term “Best Knowledge” of NextGen shall mean and include (i) actual knowledge and (ii) that knowledge which a prudent businessperson would reasonably have obtained in the management of such Person’s business affairs after making due inquiry and exercising the due diligence which a prudent businessperson should have made or exercised, as applicable, with respect thereto. Actual or imputed knowledge of any director or officer or NextGen shall be deemed to be knowledge of NextGen.

(e)   There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of NextGen) pending or, to NextGen’s best knowledge, threatened against NextGen or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to the best knowledge of NextGen, threatened against NextGen.

(f)   NextGen has complied with, is not in violation of, and has not received any notice of violation with respect to, any federal, state, local or foreign laws, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).

(g)   NextGen has properly filed all tax returns (if any) required to be filed and has paid all taxes shown thereon to be due. To the best knowledge of NextGen, all tax returns previously filed are true and correct in all material respects.

(h)   NextGen has no outstanding liabilities or obligations to any party except as reflected on its financial statements delivered to Purchaser, other than charges since such date similar to those incurred in past periods and consistent with past practice.

(i)   All of the business and financial transactions of NextGen have been fully and properly reflected in the books and records of NextGen in all material respects and in accordance with generally accepted accounting principles consistently applied.

(j)   The financial statements present and reflect, in accordance with GAAP (the United States generally accepted accounting principles in effect), consistently applied, the financial condition of NextGen on the balance sheet dates and the results of its operations, cash flows and changes in stockholders’ equity for the periods then ended in accordance with generally accepted accounting principles, consistently applied. There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of NextGen.

(k)   The execution and delivery of this Agreement by NextGen and the consummation of the transactions contemplated by this Agreement will not result in any material violation of NextGen’s certificate of incorporation or by-laws.

(l)   All representations, covenants and warranties of NextGen contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though the same had been made on and as of such date.

2.2   Selling Shareholders represent and warrant, to Purchaser as follows:

(a)   This Agreement and any other agreements executed by the Selling Shareholders in connection herewith have been duly executed and delivered by Selling Shareholders and constitute the valid, binding and enforceable obligation of Selling Shareholders.

(b)   The Shares are