Loan Agreement between Sky Harvest Windpower Corp. and Keewatin Windpower Corp. dated January 28, 2009

The Borrower requires working capital to fund its ongoing business operations; and

The Lender has offered to advance funds to the Borrower on the terms and conditions as more particularly set out in herein.

Definitions and Interpretation

Definitions. In this Agreement the following words and phrases shall have the following meanings:

“Event of Default” means any of the events of default described in Section 6.

“Loan” means the Principal owing by the Borrower to the Lender in accordance with this Agreement.

“Principal” has the meaning ascribed thereto in Section 2.1.

Captions and Section Numbers. The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.

Extended Meanings. The words “hereof”, “herein”, “hereunder” and similar expressions used in any clause, paragraph or section of this Agreement shall relate to the whole of this Agreement and not to that clause, paragraph or section only, unless otherwise expressly provided.

Number and Gender. Whenever the singular or masculine or neuter is used in this Agreement, the same shall be construed to mean the plural or feminine or body corporate where the context of this Agreement or the parties hereto so require.

Section References and Schedules. Any reference to a particular “article”, “section”, “subsection” or other subdivision is to the particular article, section or other subdivision of this Agreement and any reference to a schedule by letter shall mean the appropriate schedule attached to this Agreement and by such reference the appropriate schedule is incorporated into and made part of this Agreement.

Governing Law. This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the laws of British Columbia and all disputes arising under this Agreement shall be referred to the Courts of the British Columbia.

Severability of Clauses. In the event that any provision of this Agreement or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Currency. All sums of money to be paid or calculated pursuant to this Agreement shall be paid or calculated in currency of the United States unless otherwise expressly stated.

Loan

Amount of Loan. In reliance upon the representations and warranties contained herein and subject to the terms and conditions of this Agreement, the Lender will lend to the Borrower the principal sum of $100,000 (the “Principal”).

Interest. The Principal is non-interest bearing.

Repayment of the Loan. The Loan shall be repayable in full on Jan 28, 2010.

Accelerated Payment on an Event of Default. Notwithstanding anything else to the contrary herein contained, upon an Event of Default, at the option of the Lender, and upon notice in writing from the Lender to the Borrower, the Loan shall become due and payable in full.

Extension. The Loan may be extended for up to an additional year at the request of the Borrower.

Representations and Warranties

Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows, with the intent that the Lender will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby:

The Borrower is a company duly incorporated and organized under the laws of Canada, and has the power, authority and capacity to enter into this Agreement and to carry out its terms;

The Borrower has the corporate power and authority to own its property, carry on the business now being conducted by it, execute and deliver this Agreement, and to perform all of the obligations of the Borrower hereunder;

All necessary corporate actions and proceedings have been taken to authorize the execution and delivery by the Borrower of this Agreement and the performance by the Borrower of all of its obligations hereunder and, when delivered to the Lender, will constitute legal, valid and binding obligations of the Borrower enforceable in accordance with its terms;

The entry into of this Agreement and the performance by the Borrower of its obligations thereunder do not and will not result in the violation of any of the terms of the constating documents of the Borrower or any agreement to which the Borrower is a party or by which it or any of its properties or assets are bound; and

There is no action, suit or proceeding at law or in equity or by or before any governmental agency now pending, or to the knowledge of the Borrower threatened against or affecting the Borrower or any of its properties or assets which, if adversely determined, would materially impair the ability of the Borrower to carry on its business substantially as now conducted or which would materially adversely affect its financial condition.

Representations and Warranties of the Lender. The Lender represents and warrants to the Borrower as follows, with the intent that the Borrower will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby:

The Lender is a company duly incorporated and organized under the laws of Nevada, and has the power, authority and capacity to enter into this Agreement and to carry out its terms;

The Lender has the corporate power and authority to own its property, carry on the business now being conducted by it, execute and deliver this Agreement, and to perform all of the obligations of the Lender hereunder;

All necessary corporate actions and proceedings have been taken to authorize the execution and delivery by the Lender of this Agreement and the performance by the Lender of all of its obligations hereunder and, when delivered to the Borrower, will constitute legal, valid and binding obligations of the Lender enforceable in accordance with its terms; and

The entry into of this Agreement and the performance by the Lender of its obligations thereunder do not and will not result in the violation of any of the terms of the constating documents of the Lender or any agreement to which the Lender is a party or by which it or any of its properties or assets are bound.

Covenants

Covenants of the Borrower. So long as any portion of the Loan is outstanding, the Borrower hereby covenants and agrees with the Lender as follows:

to pay the Loan in accordance with the provisions of this Agreement;

to deliver to the Lender following the end of each fiscal period of the Borrower through the currency of this Agreement a true and complete copy of the financial statements of

the Borrower required by law to be prepared and delivered to the Borrower’s shareholders (and at such time as it is required to be delivered to its shareholders) together with any interim financial statements of the Borrower that the Lender may reasonably require;

the Lender and its authorized servants and agents shall be entitled, whenever the Lender deems it necessary, acting reasonably, with prior reasonable notice to enter upon the offices of the Borrower and inspect the books and records thereof and make extracts therefrom and generally conduct such examination of such books and records as the Lender deems appropriate;

if the Borrower fails to perform any covenant set out in this Agreement, the Lender may, at its discretion, but need not, perform any such covenant capable of being performed by it and may, in the Lender’s discretion, but need not, make any payments or incur expenditures for such purpose, but no such performance of payment shall be deemed to relieve the Borrower from any default under this Agreement; if the Lender performs any such covenant or incurs any such expenditures, all costs incurred by the Lender in connection therewith shall be added to the Principal;

the Borrower shall not commit any Event of Default; and

without the prior written approval of the Lender, such approval not to be unreasonably withheld, the Borrower shall not:

declare or pay dividends until the Loan is repaid;

repurchase or retire any capital stock of the Borrower;

not to dispose of all or substantially all of its assets out of the ordinary course of business; and.

Default

Events of Default. For the purposes of this Agreement, the following events shall constitute events of default:

if the Borrower shall make default in any material way in the observance or performance of something required to be done or some covenant or condition required to be observed or performed in this Agreement (with the exception of the repayment of the Loan upon demand by the Lender) and such default continues for a period of 30 days following the date upon which written notice of default is given to the Borrower by the Lender;

if any representation or warranty herein given by the Borrower or any director or officer thereof is untrue in any material respect and continues to be untrue for a period of 30 days following the date upon which written notice of default is given to the Borrower by the Lender;

if an order is made or a resolution is passed for the winding-up of the Borrower, or if a petition shall be filed for the winding–up of the Borrower;

if the Borrower shall commit any act of bankruptcy or shall become insolvent or shall make an assignment or proposal under a bankruptcy act or a general assignment for the benefit of its creditors or a bulk sale of its assets, or if a bankruptcy petition shall be filed or presented against the Borrower;

if a receiver, receiver-manager, trustee, custodian, liquidator or similar agent is appointed for the Borrower or for any of the Borrower’s property;

if any execution, sequestration, extent or any other process of any Court shall become enforceable against the Borrower or if a distress or analogous process shall be levied upon the property of the Borrower; and

if the Borrower shall cease or threaten to ceased to carry on its business.

General Provisions

Notices. All Notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed postage prepaid addressed as follows:

To the Lender:

Keewatin Windpower Corp.

To the Borrower:

Sky Harvest Windpower Corp.

or to such other address as may be given in writing by the parties and shall be deemed to have been received, if delivered by hand, on the date of delivery and if mailed as aforesaid to the addresses set out above then on the fifth business day following the posting thereof provided that if there shall be between the time of mailing and the actual receipt of the notice a mail strike, slowdown or other labour dispute which might affect the deliver of the notice by the mails, then the notice shall only be effective if actually delivered.

Time of Essence. Time is hereby expressly made of the essence of this Agreement with respect to the performance by the parties of their respective obligations under this Agreement.

Binding Effect. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous expectations, understandings, communications, representations and agreements whether verbal or written between the parties with respect to the subject matter hereof.

Further Assurances. Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and do such further and other things as may be necessary or desirable to implement and carry out the intent of this Agreement.

Assignment. None of the parties may assign or transfer their respective rights under this Agreement, nor may the Borrower transfer any portion of the Loan.

Amendments. No amendment to this Agreement shall be valid unless it is evidenced by a written agreement executed by all of the parties hereto.

“Event of Default” means at any time there is a default or a breach by the Borrower of any representation, warranty, covenant, agreement, term, condition, stipulation or proviso contained herein or in any Other Document;

“Other Document” means any document or agreement other than this Note which evidences, secures or evidences or secures the payment, observance and performance of the Loan in whole or in part; and