Filed by sedaredgar.com - Keewatin Windpower Corp. - Exhibit 10.1






 

FINANCIAL COMMUNICATIONS AND STRATEGIC 

  CONSULTING AGREEMENT 

  KEEWATIN WINDPOWER, CORP. 

February 23, 2009 
Mr. Chris Craddock 
617-666 Burrard
Street 
Vancouver BC Canada 
V6C 2X8 

I.          CONTEXT
  AND SCOPE OF PROPOSAL

Keewatin Windpower Corp. (“Keewatin” or the “Company”) to
establish a comprehensive corporate communications strategy which it expects
will be supported by key corporate events and milestones attained in the first
half of 2009.

Aspire will work to develop and broaden awareness of the
Keewatin story and growth opportunity in the Canadian wind industry focusing on
two distinct audiences:

	Retail and individual investors – we will work to develop introductions,
  calls, meetings to management as well as develop a consistent outreach program
  to investors that have an interest in the alt/energy-clean tech markets, as
  well as microcap companies; and
  
	Professional buy-side/sell-side investors, analysts and banking firms – we
  think it is important to develop the story and set appropriate metrics and
  milestones in place which professional investors and analysts can follow for
  the purpose of investment, raising capital, securing project financing,
  issuing invitations to present at investor conferences and ultimately through
  research coverage. 


With a team having more than 30 years of combined operating
experience in the financial services, corporate communications and corporate
financing industries, Aspire has developed a thorough understanding of the
public micro-cap marketplace, and how to articulate a client’s core competencies
and growth objectives in a clear, concise and consistent manner. We are very
pleased to have this opportunity to present this amended proposal which we feel
best suits the Company at this particular time.

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Objective:

To provide the ongoing market visibility and corporate
positioning necessary to create a well educated and informed audience about
Keewatin’s business. The rewards of achieving this goal are 1) improved
corporate visibility through investment research and sponsorship and business
media coverage, 2) increased interest which leads to liquidity and
diversification of the shareholder base, and 3) and a market capitalization,
which is consistent with comparable public companies operating in the wind
energy segment of the alternative energy sector, 4) the ability to raise capital
or utilize its currency (stock) in the future under the most favorable terms for
acquisitions or for working capital. Our efforts, in combination with the
Company’s growth rate, ROI, profit margins, and management’s ability to execute
on a go forward basis should lead to a market multiple consistent with the
Company’s financial progress and sector status. 

II.        SCOPE
  OF SERVICES/PROGRAMS/ACTIVITIES

Aspire will develop, implement, and maintain an ongoing stock
market support system for Keewatin with the general objective of expanding
awareness in Keewatin among retail investors initially, and later as a market
for Keewatin’s stock builds and allows for moving the corporate communications
and awareness program upstream, to stockbrokers, analysts, micro-cap
portfolio/fund managers, market makers, and the appropriate financial &
trade publications.

	 	1. 	
      VIRAL MARKETING AND RETAIL INVESTOR
    AWARENESS

	 	 	 	 
	 		A. 	
      EMAIL/WEBSITE DISTRIBUTION AND SUPPORT – the
      development of a corporate overview mailer that will be sent to a database
      of more than 50,000 investors that seek out and invest in growth stocks
      and follow-up emails as material events and achieved operational and
      financial milestones by the company are reached. The company will also be
      covered on various investor websites, including www.smallcappulse.com, www.boardcentral.com and inclusion in the Aspire
      Week in Review – a weekly publication focused on the renewable energy
      markets. We understand that initially, our ability to speak to the
      company’s activities will be limited for both strategic and timing
      reasons, but we think it is important to have at least created a general
      and credible awareness of Keewatin into this channel of
    investors.

	 	 	 	 
	 		B. 	
      COLLATERAL MATERIALS – the development of a
      corporate profile and investor presentation powerpoint that will be
      disseminated through Aspire’s channels and also posted to Company’s
      website.

	 	 	 	 
	 		C. 	
      PRESS RELEASE SUPPORT – Aspire will work with
      Company to develop ongoing PR queue and will work with Company to draft
      and position press releases to be optimally received by the investing
      public.



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	 	2. 	
      PROFESSIONAL INVESTMENT COMMUNITY
  AWARENESS

	 	 	 
	 		A. 	
      Introductions to professionals at select firms, with a
      focus on members of the Financial Community in various geographic regions
      in the United State. The targeted group of professionals, which would be
      drawn from our proprietary database of contacts will be a subset of
      the following:

	 			1. 	
      Over 500 Equity Brokers

	 			2. 	
      Over 30 Analysts both generalists and industry
      specialists.

	 			3. 	
      Over 200 Micro-Cap Portfolio/Hedge Fund
Managers

	 			4. 	
      Market Makers (both retail and wholesale)

	 			5. 	
      Financial, Trade and Industry Publications

	 		B. 	
      Introductions to an expanded group of fund managers and
      analysts (buy and sell side).

	 		C. 	
      Introductions to High Net-Worth accredited investors who
      build positions in micro-cap companies.

	 		D. 	
      Road Show coordination and assistance.

	 		E. 	
      All interested parties will be continually updated of
      Keewatin’s progress via phone conversations and through our fax/e-mail
      list for news releases.

	 		F. 	
      Aspire will screen all investment firms for upcoming
      financial conferences, which would be appropriate for Keewatin. Aspire
      will work through the proper channels with the goal of receiving
      invitations for management to present at those relevant
  conferences.




	 	3. 	
      SHAREHOLDER COMMUNICATIONS

	 	 	 	 
	 		A. 	
      Understand the financials and all operating metrics of
      the company in detail, facilitating interactions with new and current
      investors and articulating the necessary information to assist
      professionals in completing their due diligence. This activity enables
      management to focus on executing its business plan.

	 		B. 	
      Handle investor requests for timely information via the
      telephone and e-mail. Aspire will have a knowledgeable associate available
      during market hours to field and respond to all investor inquiries and
      update the shareholder database accordingly. This helps shareholder
      retention by showing that the Company is shareholder friendly and
      proactive in its communication efforts.

	 		C. 	
      Contact shareholders on a quarterly basis and gather
      perception feedback on their views of how the business is evolving and
      management’s execution relative to expectations. Open dialogue, expand and
      update database and keep key investors informed once material developments
      are reported




	 	4. 	
      THE FINANCIAL PRESS

	 	 	 	 
	 		A. 	
      Aspire will assist senior management to draft and
      complete press releases on all material events as deemed by the Company.
      Management and corporate counsel will approve all releases before they are
      sent to the wire.

	 		B. 	
      Aspire will disseminate news releases electronically to
      our established database of financial professionals including: special
      situation analysts, brokers, fund managers,



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individual investors, money managers,
and current or prospective individual shareholders who are already invested or
have expressed an interest in Keewatin. 

	5. 	
      PUBLIC MARKET INSIGHT is utilized to assist senior
      management in understanding the dynamics and life cycle of the financial
      markets and most importantly how Keewatin is impacted directly and
      indirectly by different variables, including both macro and micro-economic
      events. The Team at Aspire leverages its collective expertise, in addition
      to industry experience gained through working on the “buy” and “sell-side”
      to help our clients understand expectations, valuations, perceptions, and
      investment methodologies utilized by investment professionals. This
      consulting aspect is extremely valuable for management to optimize key
      opportunities and to avoid pitfalls, which can carry long term significant
      implications while providing crisis management. We will also take a key
      role in introducing and interviewing, if applicable, board members,
      consultants and other market professionals which will collectively help
      the company execute its growth plan.



III.      
AGENDA 

Paramount to our collective efforts, Aspire will educate senior
management on the importance of establishing conservative expectations and how
various corporate actions may be perceived and impact the public market. Aspire
has the capability to help assess acquisition candidates, discuss the financial
impacts, in addition to the longer term implications.

WE UNDERSTAND THAT WE WILL NOT BE ABLE TO ARTICULATE CERTAIN
  ASPECTS OF THE COMPANY’S CURRENT BUSINESS AND OPPORTUNITY FOR STRATEGIC
  REASONS, UNTIL AFTER THE COMPANY HAS MET CERTAIN BUSINESS MILESTONES. 

	 	A 	
      Spend sufficient time with management to properly develop
      a credible and comprehensive messaging strategy.

	 	C. 	
      Create a two-page Corporate Profile, which clearly
      articulates Keewatin’s current business and financial position, as well as
      its strategy for future growth. This is an important marketing piece for
      investors to quickly learn about the company. (SEE NOTE ABOVE)

	 	D. 	
      Create and/or Update Investor PowerPoint presentation
      utilizing our preferred format. Aspire will utilize proprietary research,
      feedback from conversations and meetings to incorporate and improve the
      Investor PowerPoint and message delivery. PRESENTATION UPDATED AT LEAST 1X
      PER QUARTERLY

	 	E. 	
      Assist and provide input for all corporate press releases
      including both creation and ongoing revisions. We will assist by providing
      additional fact finding and other market research which will help the
      context and delivery of the message. THIS WILL BE AN ONGOING INITIATIVE
      AND OBJECTIVE

	 	F. 	
      Create a formal investor package and update accordingly
      to augment electronic investor kits typically distributed. Aspire will
      mail these directly upon investor request. Generally this will include two
      page corporate profile, PowerPoint and recent quarterly/annual and press
      releases.

	 	G. 	
      Present Keewatin as a new client feature on www.smallcappulse.com website.

	 	H. 	
      Establish phone support.

	 	J. 	
      Establish Provide suggestions for the corporate website,
      including IR Section – assist with layout in concert with web
    designer.

	 	K. 	
      Formalize Press Release calendar for coming 3 months.
      Create, edit and release accordingly.



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When the Company has met certain business milestones,
presumably in the first quarter of calendar 2009, we will seek to transition to
a comprehensive corporate communications schedule that also includes:

	 	L. 	
      Begin making introductions to investment professionals
      while seeding and confirming meetings for Road Shows. Practice and refine
      presentation with management team.

	 	M. 	
      Target brokers, micro-cap fund managers, Buy and Sell
      Side Analysts, and very high net worth investors which follow companies
      with a similar profile to Keewatin.

	 	N. 	
      Initiate formal Road Show. A detailed description of each
      contact will be provided prior to the meeting. During the meetings and/or
      conference calls a member of Aspire will be available to facilitate the
      correspondence and assist with due diligence. Management will be provided
      with a summary of feedback including Aspire’s suggestions for improvements
      on both the context and delivery of the company’s story.

	 	O. 	
      Make additional introductions for investment
      professionals on behalf of the Company. Follow-up and spend time to assist
      with due diligence efforts and convert introductions to potential new
      shareholders. Schedule conference calls if necessary and establish a que’
      for next road show.

	 	P. 	
      Formalize and continually update the database to ensure
      that all press releases are faxed and/or e-mailed to all interested
      professionals. This includes the input of notes to keep track of all
      investor correspondence and reminder calls to all investor prior to
      earnings conference calls. (ongoing).

	 	Q. 	
      Update and conduct perception study with current and
      future shareholders to better understand current and future expectations.
      This information will be utilized in upcoming conference calls to ensure
      the company is proactive and prudent in setting the correct bar for
      investors to measure performance.

	 	R. 	
      Target brokerage firms who hold conferences which would
      be applicable for Keewatin. Establish a goal of having management present
      in at least 2-3 conferences during the twelve month period. These would be
      non-paid for and have high institutional attendance. We will also seek to
      have the Company be included in “sell-side” sponsored investor tours in
      the U.S.

	 	S. 	
      Target newsletter editors and publishers for a “Buy
      Recommendation”. Focus on Business Publications for appropriate stories on
      Keewatin, its market opportunity and value proposition to
  investors.

	 	T. 	
      Begin to Plan out and book next Road Show Agenda
      targeting different cities than previously visited.

	 	U. 	
      Continue with agenda based items to ensure continuity of
      Investor Relations Plan.



Provide progress reports to senior management when appropriate.
We will continually evaluate achievements and make changes where necessary. Many
of the above items will occur simultaneously but certain items will have
chronological priority over others. As Keewatin grows, we will recommend changes
to the Agenda that compliment this growth. As the company continues to execute
its strategic plan and expanding its base of business we will target an expanded
universe of institutional investors. At each stage of growth, the appropriate
approach to the market will be incorporated into the agenda for optimal
results.

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Assuming that management’s efforts are leading ultimately to
success and profitability, the end results of this financial communication and
awareness campaign should be: 

* An increase in the number of financial professionals
(including brokers, institutions and analysts) and individual investors well
educated and knowledgeable about “Keewatin”: including senior management, the
company’s products, as well as the current financial condition and growth
opportunities. 
* An increase in the number of articles printed in both trade
and financial publications. 
* An increase in the liquidity of the common
stock. 
* An increase in Keewatin market capitalization coupled with a
broader, more diverse shareholder base. 

* Suitable and better access to the
capital markets, which will facilitate future acquisitions and working capital
needs.

IV.       
CONTRACTUAL RELATIONSHIP 

In performing services under this proposal, Aspire shall
operate as, and have the status of, an independent contractor. Nothing in this
Agreement shall be deemed or construed to create a fiduciary or agency
relationship between Aspire and the Company. Aspire agrees that all information
disclosed to it about Keetwatin’s products, processes and services are the sole
property of Keewatin and it will not assert any rights of any confidential or
proprietary information or material, nor will it directly or indirectly, except
as required in the conduct of its duties. 

All services performed by Aspire under this Agreement will be
performed in compliance with all applicable laws and regulatory requirements.
Notwithstanding the generality of the foregoing, Aspire will not: 

	 	(i) 	
      undertake any marketing methods or promotional activities
      without first obtaining the written consent of the Company to such method
      or activity;

	 	 	 
	 	(ii) 	
      make or distribute any disclosure including any
      prospectus, registration statement, notice, circular, advertisement,
      offering memorandum, letter or other communication, written or otherwise,
      which offers any security of the Company for sale or confirms the sale of
      any security of the Company, or engage in any activity that could be
      considered to be “gun jumping” under applicable securities laws;
  or

	 	 	 
	 	(iii) 	
      distribute any materials or make any representations
      about the Company, its business or its prospects, other than as set out in
      the public filings of the Company, without the Company’s prior written
      approval.



V.         
TERM 

This Agreement shall remain in effect for an initial,
“developmental” period commencing one business day after the signature date and
will last through July 5, 2009. In the event that Aspire commits any material
breach or violation of the provisions of this Agreement, then, Keewatin has the
right to terminate this Agreement any time during the contractual period and/or
any extension periods after the initial contractual period. In addition,
Keewatin has the right to terminate after the initial three month period if
Aspire is unable to fulfill its obligations detailed in the formal Agreement.


Keewatin and Aspire will revisit the current business dynamic
no later than June 15, 2009 to make a determination whether to continue with
Aspire into a FY 2009 engagement (full year term). 

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VI.      
 COMPENSATION 

Regarding compensation, it is our intention to propose
parameters that are mutually acceptable to both parties in order to accomplish
our collective mission. Based on a commitment of resources necessary to perform
successfully on behalf of Keewatin for the developmental period, through year
end, Aspire Communications, Inc. proposes the following compensation terms: 

Cash and Equity 

	 	A. 	
      $5,000.00 per month for the contractual period, payable
      at the start of each monthly period.

	 	 	 
	 	B. 	
      The Company issue to Aspire 15,000 restricted shares of
      the Company’s common stock (the “Shares”), subject to compliance with
      applicable securities laws.

	 	 	 
	 	C. 	
      In the event that Keewatin receives equity or debt
      funding of $3,000,000 or more (the “Investment”) through a source (the
      “Investment Source”) introduced to the Company by Aspire, then this
      Agreement will be extended by an additional year automatically at rate of
      either $8,500 monthly and 50,000 shares of stock or $7,500 monthly and
      80,000 shares of stock, subject to compliance with applicable securities
      laws and provided that no fees shall be due and payable hereunder unless
      and until the Company’s board of directors agrees to the Investment,
      enters into and exchanges mutually acceptable transactional documents with
      the introduced Investment Source and the funds are received by the
      Company.



Expenses: Only expenses that would ordinarily be
incurred by Keewatin will be billed back on a monthly basis. Applicable
reimbursements would include: creation, printing and postage for investor
packages, fees for news wire services, and fees for fax-broadcasting news
releases. Any packages requiring additional photocopying/printing will be billed
back to Keewatin at cost (with no mark-up). Any extraordinary items, such as
broker lunch presentations, air travel, hotel, ground transportation or media
campaigns, etc. shall be paid by Keewatin, only with Keewatin authorization
prior to incurring any expenses.

VII.       
Assignment. This Agreement is personal to Aspire and may not be assigned in
any way by Aspire without the prior written consent of the Company. Subject to
the foregoing, the rights and obligations under this Agreement shall inure to
the benefit of, and shall be binding upon, the heirs, legatees, successors and
permitted assigns of Aspire, and upon the successors and assigns of the Company.


VIII.      Representations of Aspire.
  Aspire hereby represents and warrants to and covenants with the Company,
  and acknowledges that the Company is relying on the below representations in
  issuing to Aspire the Shares, that:

	 	(a) 	
      Aspire is a U.S. resident;

	 	 	 
	 	(b) 	
      Aspire is aware that an investment in the Company is
      speculative and involves certain risks, including the possible loss of the
      entire investment;



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	 	(c) 	
      Aspire has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for Aspire's
      decision to invest in the Shares and the Company;

	 	 	 
	 	(d) 	
      Aspire: (i) has adequate net worth and means of providing
      for its current financial needs and possible personal contingencies, (ii)
      has no need for liquidity in this investment, (iii) is able to fend for
      itself; (iv) has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of its
      investment in the Shares and the Company; and (v) has the ability to bear
      the economic risks of its prospective investment and can afford the
      complete loss of such investment;

	 	 	 
	 	(e) 	
      Aspire understands and agrees that the Company and others
      will rely upon the truth and accuracy of the acknowledgements,
      representations and Agreements contained in this Agreement and agrees that
      if any of such acknowledgements, representations and Agreements are no
      longer accurate or have been breached, Aspire shall promptly notify the
      Company;

	 	 	 
	 	(f) 	
      Aspire has the legal capacity and competence to enter
      into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, it is duly incorporated and validly
      subsisting under the laws of its jurisdiction of incorporation and all
      necessary approvals by its directors, shareholders and others have been
      obtained to authorize execution and performance of this Agreement on
      behalf of Aspire;

	 	 	 
	 	(h) 	
      Aspire is an ‘accredited investor’ in the United States,
      as that term is defined in Rule 501 of Regulation D, promulgated by the
      United States Securities and Exchange Commission under the Securities Act
      of 1933 (the “1933 Act”);

	 	 	 
	 	(i) 	
      by completing the Questionnaires attached as Schedule “A”
      hereto, Aspire is representing and warranting that it is an "accredited
      investor" as that term is defined in Regulation D of the 1933 Act and
      National Instrument 45-106 - Prospectus and Registration
      Exemptions;

	 	 	 
	 	(j) 	
      Aspire is acquiring the Shares as principal for its own
      account for investment purposes only and not with a view to, or for,
      resale, distribution or fractionalisation thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in the
      Shares;

	 	 	 
	 	(n) 	
      Aspire is not a broker or a dealer in securities, nor is
      Aspire affiliated with any securities broker or dealer; and

	 	 	 
	 	(o) 	
      Aspire is duly licensed in accordance with all applicable
      regulatory requirements to perform the services it is providing under this
      Agreement.



VIII.      Confidentiality.
Except as required by law or court order, Aspire will keep confidential any
trade secrets or confidential or proprietary information of the Company which
are now known to Aspire or which hereinafter may become known to Aspire and
Aspire shall not at any time directly or indirectly disclose or permit to be
disclosed any such information to any person, firm, or corporation or other
entity, or use the same in any way other than in connection with the business of
the Company and in any case 

8 




only with prior written permission of Keewatin. For purposes
  of this Agreement, “trade secrets or confidential or proprietary information”
  includes information unique to or about the Company including but not limited
  to its business and is not known or generally available to the public. 

IX.        Default


	 	1. 	
      Except for a claim or controversy arising under Section
      VI of this Agreement, any claim or controversy arising under any of the
      provisions of this Agreement shall, at the election of either party
      hereto, be determined by arbitration in California in accordance with the
      rules of the American Arbitration Association. The decision of the
      Arbitrator shall be binding and conclusive upon the parties. Each party
      shall pay its own costs and expenses in any such arbitration. The parties
      shall share the costs of filing fee for the arbitration and the fees of
      the arbitrators equally.

	 	 	 
	 	2. 	
      In the event that Aspire commits any material breach of
      any provision of this Agreement, as determined by the Company in good
      faith, the Company may, by injunctive action, compel Aspire to comply
      with, or restrain Aspire from violating, such provision, and, in addition,
      and not in the alternative, the Company shall be entitled to declare
      Aspire in default hereunder and to terminate this Agreement and any
      further payments hereunder.

	 	 	 
	 	3. 	
      Since Aspire must at all times rely upon the accuracy and
      completeness of information supplied to it by the Company’s officers,
      directors, agents, and employees, the Company agrees to indemnify, hold
      harmless, and defend Aspire, its officers, agents, and employees at the
      Company’s expense, against any proceeding or suit which may arise out of
      and/or be due to any material misrepresentation in such information
      supplied by the Company to Aspire (or any material omission by the Company
      that caused such supplied information to be materially misleading). Aspire
      will not compromise or settle any such proceeding or suit without the
      Company’s prior written consent.

	 	 	 
	 	4. 	
      Aspire agrees to indemnify, hold harmless, and defend the
      Company, its officers, agents, and employees at Aspire’s expense, against
      any proceeding or suit which may arise out of and/or be due to any
      material misrepresentation by Aspire of information supplied by the
      Company to Aspire (or any material omission by Aspire that causes such
      Company supplied information to be materially misleading) provided that
      such material misrepresentation is not as a result of: any change or
      alteration by Aspire of the information provided to it by the Company that
      is undertaken by Aspire without the Company’s consent, or Aspire’s failure
      to include any information provided to it by the Company in the
      disclosures made by Aspire on behalf of the Company. The Company will not
      compromise or settle any such proceeding or suit without Aspire’s prior
      written consent.



X.        
Severability and Reformation. If any provision of this
Agreement is held to be illegal, invalid, or unenforceable under present or
future law, such provision shall be fully severable, and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
were never a part hereof, and the remaining provisions shall remain in full
force and shall not be affected by the illegal, invalid, or unenforceable
provision, or by its severance; but in any such event this Agreement shall be
construed to give effect to the severed provision to the extent legally
permissible. 

XI.        Notices.
Any notices required by this Agreement shall (i) be made in writing and
delivered to the party to whom it is addressed by hand delivery, by certified
mail, return receipt requested, with adequate postage prepaid, or by courier
delivery service (including major overnight delivery companies such as Federal
Express and Airborne), (ii) be deemed given when received, and (iii) in the case
of the Company, 

9 




be mailed to its principal office at 666 Burrard St. Vancouver
B.C. V6C 3P6 and in the case of Aspire, be mailed to Aspire Clean Tech
Communications, Inc., 735 Leeward Ave, San Marcos, CA 92078. 

XI.        Miscellaneous


	 	1. 	
      This Agreement may not be amended, except by a written
      instrument signed and delivered by each of the parties hereto.

	 	 	 
	 	2. 	
      This Agreement constitutes the entire understanding
      between the parties hereto with respect to the subject matter hereof, and
      all other Agreements relating to the subject matter hereof are hereby
      superseded.

	 	 	 
	 	3. 	
      This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of
California.



In Witness Whereof, the parties have executed this Agreement as
of February 23, 2009. 

AGREED: 

	 	Aspire Clean Tech Communications, Inc.
    	 	 	Keewatin Windpower Corp. 
	 	 	 	 	  
	By:	/s/ Todd M. Pitcher 	 	By:	 /s/ Christopher J. Craddock
	 	Todd M. Pitcher, CEO 	 	 	Christopher J. Craddock



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Schedule “A” 

Accredited Investor Certificates

 

 

 

 

 

 

1 




NATIONAL INSTRUMENT 45-106 

ACCREDITED INVESTOR QUESTIONNAIRE 

The purpose of this Questionnaire is to assure Keewatin
Windpower Corp. (the “Issuer”) that the undersigned (the
“Subscriber”) will meet certain requirements for the registration and
prospectus exemptions provided for under National Instrument 45-106 -
Prospectus and Registration Exemptions (“NI 45-106”), as adopted
by the Securities Commissions in Canada, in respect of a proposed private
placement of securities by the Issuer (the “Transaction”). The Issuer
will rely on the information contained in this Questionnaire for the purposes of
such determination. 

The undersigned Subscriber covenants, represents and warrants
to the Issuer that: 


  	   	1. 	 the Subscriber has such knowledge
          and experience in financial and business matters as to be capable of
          evaluating the merits and risks of the Transaction and the Subscriber
          is able to bear the economic risk of loss arising from such Transaction;
        

	   	2. 	 the Subscriber satisfies one
          or more of the categories of “accredited investor” (as that
          term is defined in NI 45-106) indicated below (please check the appropriate
          box): 

	   	   	[   ] 	(a) 	 a Canadian financial institution as defined
          in National Instrument 14-101, or an authorized foreign bank listed
          in Schedule III of the Bank Act (Canada); 

	   	   	[   ] 	(b) 	 the Business Development Bank of Canada
          incorporated under the Business Development Bank Act (Canada); 

	   	   	[   ] 	(c) 	 a subsidiary of any person referred to
          in any of the foregoing categories, if the person owns all of the voting
          securities of the subsidiary, except the voting securities required
          by law to be owned by directors of that subsidiary; 

	   	   	[   ] 	(d) 	 an individual registered or formerly registered
          under securities legislation in a jurisdiction of Canada, as a representative
          of a person or company registered under securities legislation in a
          jurisdiction of Canada, as an adviser or dealer, other than a limited
          market dealer registered under the Securities Act (Ontario) or the Securities
          Act (Newfoundland); 

	   	   	[   ] 	(e) 	 an individual registered or formerly registered
          under the securities legislation of a jurisdiction of Canada as a representative
          of a person referred to in paragraph (d); 

	   	   	[   ] 	(f) 	 the government of Canada or a province,
          or any crown corporation or agency of the government of Canada or a
          province; 

	   	   	[   ] 	(g) 	 a municipality, public board or commission
          in Canada and a metropolitan community, school board, the Comite de
          gestion de la taxe scholaire de l’ile de Montreal or an intermunicipal
          management board in Québec; 

	   	   	[   ] 	(h) 	 a national, federal, state, provincial,
          territorial or municipal government of or in any foreign jurisdiction,
          or any agency thereof; 





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  	   	   	[   ] 	(i) 	 a pension fund that is regulated by either
          the Office of the Superintendent of Financial Institutions (Canada)
          or a pension commission or similar regulatory authority of a jurisdiction
          of Canada; 

	   	   	[   ] 	(j) 	 an individual who either alone or with
          a spouse beneficially owns, directly or indirectly, financial assets
          (as defined in NI 45-106) having an aggregate realizable value that,
          before taxes but net of any related liabilities, exceeds CDN $1,000,000;
        

	   	   	[   ] 	(k) 	 an individual whose net income before
          taxes exceeded CDN $200,000 in each of the two more recent calendar
          years or whose net income before taxes combined with that of a spouse
          exceeded CDN$300,000 in each of those years and who, in either case,
          reasonably expects to exceed that net income level in the current calendar
          year; 

	   	   	[   ] 	(l) 	 an individual who, either alone or with a spouse,
          has net assets of at least CDN $5,000,000; 

	   	   	[   ] 	(m) 	 a person, other than an individual or investment
          fund, that had net assets of at least CDN $5,000,000 as reflected on
          its most recently prepared financial statements; 

	   	   	[   ] 	(n) 	 an investment fund that distributes it securities
          only to persons that are accredited investors at the time of distribution,
          a person that acquires or acquired a minimum of CDN $150,000 of value
          in securities, or a person that acquires or acquired securities under
          Sections 2.18 or 2.19 of NI 45-106; 

	   	   	[   ] 	(o) 	 an investment fund that distributes or has distributed
          securities under a prospectus in a jurisdiction of Canada for which
          the regulator or, in Québec, the securities regulatory authority,
          has issued a receipt; 

	   	   	[   ] 	(p) 	 a trust company or trust corporation registered or
          authorized to carry on business under the Trust and Loan Companies Act
          (Canada) or under comparable legislation in a jurisdiction of Canada
          or a foreign jurisdiction, acting on behalf of a fully managed account
          managed by the trust company or trust corporation, as the case may be;
        

	   	   	[   ] 	(q) 	 a person acting on behalf of a fully managed account
          managed by that person, if that person (i) is registered or authorized
          to carry on business as an adviser or the equivalent under the securities
          legislation of a jurisdiction of Canada or a foreign jurisdiction, and
          (ii) in Ontario, is purchasing a security that is not a security of
          an investment fund; 

	   	   	[   ] 	(r) 	 a registered charity under the Income Tax Act (Canada)
          that, in regard to the trade, has obtained advice from an eligibility
          advisor or an advisor registered under the securities legislation of
          the jurisdiction of the registered charity to give advice on the securities
          being traded; 





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  	   	   	[   ] 	(s) 	
        an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function; 

	   	   	[X]	(t) 	
        a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited investors.
      

	   	   	[   ] 	(u) 	
        an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or 

	   	   	[   ] 	(v) 	
        a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into force;
  




The Subscriber acknowledges and agrees that the Subscriber may
be required by the Issuer to provide such additional documentation as may be
reasonably required by the Issuer and its legal counsel in determining the
Subscriber’s eligibility to acquire the securities of the Issuer under
applicable legislation. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the 23rd day of February, 2009. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	Aspire Clean
      Tech Communications, Inc. 	 	 
    
	Print or Type Name of Entity 	 	Signature 
	 	 	 
	/s/ Todd M.
      Pitcher 	 	 
    
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	Corporation
    	 	 
    
	Type of Entity 	 	Telephone number 
	  	 	  
	 	 	 
	Social Insurance Number or Tax ID 	 	Address 
	 	 	 
	  	 	Address 


4 




U.S. ACCREDITED INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Financial Communications And Strategic
Consulting Agreement. 

This Questionnaire is for use by Aspire Clean Tech
Communications, Inc. (“Aspire”) to acquire common stock of Keewatin
Windpower Corp. (the "Company"). The purpose of this Questionnaire is to
assure the Company that Aspire will meet the standards imposed by the Securities
Act of 1933 (the “1933 Act”) and an appropriate exemption from applicable state
securities laws. The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. This Questionnaire is not
an offer of the shares or any other securities of the Company in any state other
than those specifically authorized by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, Aspire
agrees that, if necessary, this Questionnaire may be presented to such parties
as the Company deems appropriate to establish the availability, under the 1933
Act or applicable state securities law, of an exemption from registration in
connection with the sale of shares of the Company. 

Aspire covenants, represents and warrants to the Company
that it satisfies one or more of the categories of "Accredited Investors", as
defined in Rule 501 of Regulation D promulgated under the 1933 Act, as indicated
below: (Please initial in the space provide those categories, if any, of an
"Accredited Investor" which Aspire satisfies): 

		_________ 	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Units, with total assets in excess of US $5,000,000;
    

		_________ 	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000; 

		_________ 	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

		_________ 	Category 4 	
      A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and 



5 





				
      maintained by a state, a political subdivision thereof,
      or an agency or instrumentality of a state or a political subdivision
      thereof, for the benefit of its employees; an employee benefit plan within
      the meaning of the Employee Retirement Income Security Act of
      1974 (United States) whose investment decisions are made by a plan
      fiduciary, as defined in Section 3(21) of such Act, which is either a
      bank, savings and loan association, insurance company or registered
      investment adviser, or if the employee benefit plan has total assets in
      excess of $5,000,000, or, if a self-directed plan, whose investment
      decisions are made solely by persons that are accredited investors;
  

		_________ 	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	_________	Category 6 	
      A director or executive officer of the Company;


		_________ 	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Units, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; 

		X 	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories;




Note that by claiming to satisfy one
of the above categories of Accredited Investor, Aspire may be required to supply
the Company with a balance sheet, prior years' federal income tax returns or
other appropriate documentation to verify and substantiate Aspire's status as an
Accredited Investor. 

If Aspire initialled Category 8 in reliance upon the
Accredited Investor categories above, state the name, address, total personal
income from all sources for the previous calendar year, and the net worth
(exclusive of home, home furnishings and personal automobiles) for each equity
owner of Aspire: 

 Todd Pitcher is a solo shareholder and income for previous year
is in excess of $200,000 

Aspire hereby certifies that the information contained in this
Questionnaire is complete and accurate and Aspire will notify the Company
promptly of any change in any such information. If this Questionnaire is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of Aspire represents that it has the authority to execute
and deliver this Questionnaire on behalf of Aspire 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the 23rd day of February, 2009. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	  	 	  
	Aspire Clean Tech
      Communications, Inc. 	 	 
    
	Print or Type Name of Entity 	 	Signature 
	  	 	  
	/s/ Todd M.
      Pitcher 	 	Print or Type Name 
	Signature of Authorized Signatory 	 	  
	  	 	  
	Corporation 	 	Social Security/Tax I.D. Number 
	Type of Entity 	 	  


 

	 	 	 
	 	 	Jurisdiction of Incorporation 
	Contact Number/Telephone 	 	


6