WAIVER AGREEMENT

THIS WAIVER AGREEMENT (“ Agreement ”) is made and entered into as of the 23 ^rd day of September, 2009, by and among Juhl Wind, Inc. (the “ Company ”) and those purchasers (the “ Purchasers ”) of Series A Preferred Shares pursuant to that certain Securities Purchase Agreement dated as of June 24, 2008.

WHEREAS, the Company and the Purchasers entered into that certain Amendment Agreement dated March 27, 2009 (the “ Amendment Agreement ”), whereby the Company agreed, among other things, to respond to comments from the Securities and Exchange Commission (the “ SEC ”) to its amended registration statement within 10 business days of receipt thereof;

WHEREAS, the Company received comments from the SEC on September 10, 2009 (the “ September 10 SEC Comments ”) in relation to a post-effective amendment to the Company’s Registration Statement on Form S-1 (File No. 154617) filed August 20, 2009 (the “ Existing Registration Statement ”), and under the terms of the Amendment Agreement, the Company is obligated to respond to the September 10 SEC Comments no later than September 24, 2009;

WHEREAS, the parties desire to waive certain terms in the Amendment Agreement in consideration for certain covenants of the Company.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereby agree as follows:

1.           Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Amendment Agreement.

2.&n