Filed by Automated Filing Services Inc. (604) 609-0244 - Keewatin Windpower Corp. - Exhibit 10.4






COMMON STOCK PURCHASE

AGREEMENT

Dated as of July 10th, 2007

by and between

KEEWATIN WINDPOWER CORP.

and

THE PURCHASERS LISTED ON EXHIBIT A




TABLE OF CONTENTS

	 	  	Page
	 	  	  
	COMMON
      STOCK PURCHASE AGREEMENT 	     
       1 
	 	  	  
	ARTICLE
      I PURCHASE AND SALE OF COMMON STOCK 	     
       1 
	Section 1.1 	Purchase and Sale of
      Common Stock. 	       1 
	Section 1.2
    	Purchase Price and Closings 	     
       1 
	 	  	  
	ARTICLE
      II REPRESENTATIONS AND WARRANTIES 	     
       2 
	Section 2.1 	Representations and
      Warranties of the Company 	       2 
	Section 2.2
    	Representations and Warranties of the Purchasers 	     12 
	 	  	  
	ARTICLE
      III COVENANTS 	     14 
	Section 3.1 	Securities Compliance
      	     14 
	Section 3.2
    	Registration and Listing 	     14 
	Section 3.3 	Inspection Rights
    	     15 
	Section 3.4
    	Keeping of Records and Books of Account 	     15 
	Section 3.5 	Reporting
      Requirements 	     15 
	Section 3.6
    	Other
      Agreements 	     15 
	Section 3.7 	Use of Proceeds
    	     15 
	Section 3.8
    	Reporting Status 	     16 
	Section 3.9 	Disclosure of
      Transaction 	     16 
	Section 3.10
      	Liquidated Damages 	     17 
	Section 3.11 	Disclosure of
      Material Information 	     16 
	Section 3.12
      	Form
      D 	     17 
	Section 3.13 	No Integrated
      Offerings 	     17 
	Section 3.14
      	Pledge of Shares 	     17 
	Section 3.15 	Confidentiality
    	     17 
	Section 3.16
      	Updated Schedule of Exceptions 	     19 
	 	  	  
	ARTICLE
      IV CONDITIONS 	     18 
	Section 4.1 	Conditions Precedent
      to the Obligation of the Company to Close and to Sell the Shares 	     18
	 		
	Section 4.2 	Conditions Precedent
      to the Obligation of the Purchasers to Close and to Purchase the Shares
      	     18 
	 	  	  
	ARTICLE V CERTIFICATE
      LEGEND 	     20 
	Section 5.1
    	Legend 	     20 
	 	  	  
	ARTICLE
      VI INDEMNIFICATION 	     21 
	Section 6.1 	Company Indemnity
    	     21 
	Section 6.2
    	Indemnification Procedure 	     21 
	 	  	  
	ARTICLE
      VII MISCELLANEOUS 	     22 
	Section 7.1 	Fees and Expenses
    	     22 
	Section 7.2
    	Specific Performance; Consent to Jurisdiction; Venue.
    	     23 
	Section 7.3 	Entire Agreement;
      Amendment 	     23 
	Section 7.4
    	Notices 	     23 






TABLE OF CONTENTS
(continued)

		  	Page
  
	 	  	  
	Section
      7.5
      	Waivers 	     24 
	Section
      7.6
      	Headings 	     24 
	Section
      7.7
      	Successors and
      Assigns 	     24 
	Section
      7.8
      	No Third Party Beneficiaries
    	     24 
	Section
      7.9
      	Governing Law
    	     24 
	Section
      7.10
      	Survival 	     25 
	Section
      7.11
      	Counterparts
    	     25 
	Section
      7.12
      	Publicity 	     25 
	Section
      7.13
      	Severability
    	     25 
	Section
      7.14
      	Further Assurances 	     25 


 




COMMON STOCK PURCHASE AGREEMENT

          This
COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July
10th, 2007 by and between Keewatin Windpower Corp.., a Nevada
corporation (the "Company"), and the purchasers listed on Exhibit
A hereto (each a "Purchaser" and collectively, the
"Purchasers"), for the purchase and sale of shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”).

          The
parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF COMMON STOCK

          Section
1.1      Purchase and Sale of Common Stock.
Upon the following terms and conditions, the Company shall issue and sell to the
Purchasers, and the Purchasers shall purchase from the Company, One Million
(1,000,000) shares of Common Stock (the “Shares”) at a price per share of $1.20
(the “Per Share Purchase Price”) for an aggregate purchase price of One Million
Two Hundred Thousand Dollars ($1,200,000) (the “Purchase Price”). Each Purchaser
shall pay the portion of the Purchase Price set forth opposite its name on
Exhibit A hereto. The Company and the Purchasers are executing and delivering
this Agreement in accordance with and in reliance upon the exemption from
securities registration afforded by Section 4(2) of the U.S. Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the
"Securities Act"), including Regulation D ("Regulation D"), and/or upon such
other exemption from the registration requirements of the Securities Act as may
be available with respect to any or all of the investments to be made hereunder.


          Section
1.2      Purchase Price and Closings. In
consideration of and in express reliance upon the representations, warranties,
covenants, terms and conditions of this Agreement, the Company agrees to issue
and sell to the Purchasers and, in consideration of and in express reliance upon
the representations, warranties, covenants, terms and conditions of this
Agreement, the Purchasers, severally but not jointly, agree to purchase the
number of Shares set forth opposite their respective names on Exhibit A. The
Shares shall be sold and funded in a closing (the “Closing”), pursuant to terms
of this Agreement and provided that such Purchaser executes a signature page
hereto, and thereby agrees to be bound by and subject to the terms and
conditions hereof and thereof. The Closing under this Agreement, shall take
place on or about July 10, 2007 (the “Closing Date). The Closing under this
Agreement shall take place by the Purchaser delivering to the Company, by wire
transfer, all of the Purchase Price whereupon the Company shall forthwith
deliver to the Purchaser the closing documents contemplated hereby, including,
without limitation, a certificate representing the Shares purchased.

1




ARTICLE II

REPRESENTATIONS AND WARRANTIES

          Section
2.1      Representations and Warranties of the
Company. The Company hereby represents and warrants to the Purchasers as
follows, as of the date hereof and the Closing Date, except as set forth on the
Schedule of Exceptions attached hereto with each numbered Schedule corresponding
to the section number herein:

          (a)      Organization,
Good Standing and Power. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Nevada and
has the requisite corporate power to own, lease and operate its properties and
assets and to conduct its business as it is now being conducted. The Company
does not have any subsidiaries or own securities of any kind in any other
entity. The Company is in good standing in every jurisdiction in which the
nature of the business conducted or property owned by it makes such
qualification necessary except for any jurisdiction(s) (alone or in the
aggregate) in which the failure to be so qualified will not have a Material
Adverse Effect. For the purposes of this Agreement, "Material Adverse Effect"
means any effect on the business, results of operations, assets or condition
(financial or otherwise) of the Company that is material and adverse to the
Company and/or any condition, circumstance, or situation that would prohibit or
otherwise materially interfere with the ability of the Company from entering
into and performing any of its obligations under this Agreement in any material
respect.

          (b)      Authorization;
Enforcement. The Company has the requisite corporate power and authority to
enter into and perform this Agreement by and among the Company and the
Purchasers and to issue and sell the Shares in accordance with the terms hereof
and to complete the transactions contemplated herein. The execution, delivery
and performance of the Agreement by the Company and the consummation by it of
the transactions contemplated thereby have been duly and validly authorized by
all necessary corporate action, and no further consent or authorization of the
Company, its Board of Directors or stockholders is required. When executed and
delivered by the Company, this Agreement shall constitute a valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.

          (c)      Capitalization.
The authorized capital stock of the Company as of the date hereof is One Hundred
Million (100,000,0000) shares of common stock with a par value of $0.001 per
share. All of the outstanding shares of the Common Stock and any other
outstanding security of the Company have been duly and validly authorized and
validly issued, fully paid and nonassessable and were issued in accordance with
the registration or qualification provisions of the Securities Act, or pursuant
to valid exemptions therefrom. Except as set forth in this Agreement and as set
forth on Schedule 2.1(c) hereto, no shares of Common Stock or any other
security of the Company are entitled to preemptive rights, registration rights,
rights of first refusal or similar rights and there are no outstanding options,
warrants, scrip, rights to subscribe to, call or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company. Furthermore, except as set forth in this Agreement
and as

2




set forth on Schedule 2.1(c) hereto, there are no
contracts, commitments, understandings, or arrangements by which the Company is
or may become bound to issue additional shares of the capital stock of the
Company or options, securities or rights convertible into shares of capital
stock of the Company. Except for customary transfer restrictions contained in
agreements entered into by the Company in order to sell restricted securities or
as provided on Schedule 2.1(c) hereto, the Company is not a party to or
bound by any agreement or understanding granting registration or anti-dilution
rights to any person with respect to any of its equity or debt securities.
Except as set forth on Schedule 2.1(c), the Company is not a party to,
and it has no knowledge of, any agreement or understanding restricting the
voting or transfer of any shares of the capital stock of the Company. Except as
disclosed on Schedule 2.1(c), (i) there are no outstanding debt
securities, or other form of material debt of the Company , (ii) there are no
contracts, commitments, understandings, agreements or arrangements under which
the Company is required to register the sale of any of their securities under
the Securities Act, (iii) there are no outstanding securities of the Company
which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings, agreements or arrangements by which the Company is
or may become bound to redeem a security of the Company or any other entity,
(iv) there are no securities or instruments containing anti-dilution or similar
provisions that will be triggered by the issuance of the Shares, (v) the Company
does not have any stock appreciation rights or “phantom stock” plans or
agreements, or any similar plan or agreement and (vi) as of the date of this
Agreement, except as set forth in filings made with the Commission, to the
Company’s knowledge, no Person (as defined below) or group of related Persons
beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the
Exchange Act) or has the right to acquire by agreement with or by obligation
binding upon the Company, beneficial ownership of in excess of 5% of the Common
Stock. Any Person with any right to purchase securities of the Company that
would be triggered as a result of the transactions contemplated hereby has
waived such rights or the time for the exercise of such rights has passed,
except where failure of the Company to receive such waiver would not have a
Material Adverse Effect. Except as set forth on Schedule 2.1(c), there
are no options, warrants or other outstanding securities of the Company
(including, without limitation, any equity securities issued pursuant to any
Company Plan) the vesting of which will be accelerated by the transactions
contemplated hereby.

          (d)      Issuance
of Shares. The Shares to be issued at the Closing have been duly authorized
by all necessary corporate action and, when paid for and issued in accordance
with the terms hereof, the Shares will be validly issued, fully paid and
nonassessable and free and clear of all liens, encumbrances and rights of
refusal of any kind, other than resale restrictions imposed under application
securities laws, and the holders shall be entitled to all rights accorded to a
holder of Common Stock.

          (e)      No
Conflicts. The execution, delivery and performance of this Agreement and the
consummation by the Company of the transactions contemplated hereby and thereby
do not and will not (i) violate any provision of the Company's Articles of
Incorporation (the “Articles”) or Bylaws (the “Bylaws”), each as
amended to date, (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any agreement, mortgage, deed of trust, indenture, note, bond, license, lease
agreement, instrument or obligation to which the Company is a party or by which
the Company’s properties or assets are bound, or (iii) result in a violation of
any federal, state, local or foreign statute, rule, regulation,

3




order, judgment or decree (including federal and state
securities laws and regulations) applicable to the Company or by which any
property or asset of the Company is bound or affected, except, in all cases,
other than violations pursuant to clauses (i) or (iii) (with respect to federal
and state securities laws) above, except, for such conflicts, defaults,
terminations, amendments, acceleration, cancellations and violations as would
not, individually or in the aggregate, have a Material Adverse Effect. The
Company is not required under federal, state, foreign or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement or issue
and sell the Shares in accordance with the terms hereof (other than any filings,
consents and approvals which may be required to be made by the Company under
applicable state and federal securities laws and rules.

          (f)      Commission
Documents, Financial Statements. The Common Stock of the Company is
registered pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, except as disclosed on Schedule
2.1(f) hereto, the Company has timely filed all reports, schedules, forms,
statements and other documents required to be filed by it with the U.S.
Securities and Exchange Commission (the “Commission”) pursuant to the
reporting requirements of the Exchange Act, including pursuant to Sections 13,
14 or 15(d) thereof (all of the foregoing and all exhibits included therein and
financial statements and schedules thereto, including filings incorporated by
reference therein being referred to herein as the "Commission
Documents"). At the times of their respective filings, the Quarterly Reports
on Form 10-QSB for the quarters ended February 28, 2007, November 30, 2006 and
August 31, 2006 (collectively, the “Form 10-QSB”) and the Annual Report
on Form 10-KSB for the year ended May 31, 2006 (the “Form 10-KSB”)
complied in all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission promulgated thereunder, and the Form
10-QSB and Form 10-KSB at the time of their respective filings did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. As of their respective dates, the financial statements of the
Company included in the Commission Documents are complete and correct in all
material respects and comply with applicable accounting requirements and the
published rules and regulations of the Commission or other applicable rules and
regulations with respect thereto. Such financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
("GAAP") applied on a consistent basis during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the
Notes thereto or (ii) in the case of unaudited interim statements, to the extent
they may not include footnotes or may be condensed or summary statements), and
fairly present in all material respects the financial position of the Company as
of the dates thereof and the results of operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments).

          (g)      No
Material Adverse Change. Since February 28, 2007, the Company has not
experienced or suffered any Material Adverse Effect, except as disclosed in the
Commission Documents or on Schedule 2.1(g) hereto.

          (h)      No
Undisclosed Liabilities. Except as disclosed in the Commission Documents or
on Schedule 2.1(h) hereto, since February 28, 2007, the Company has not
incurred any liabilities, obligations, claims or losses (whether liquidated or
unliquidated, secured or

4




unsecured, absolute, accrued, contingent or otherwise) other
than those incurred in the ordinary course of the Company's business or which,
individually or in the aggregate, are not reasonably likely to have a Material
Adverse Effect. Since February 28, 2007, except as disclosed in Commission
Documents, the Company has not participated in any transaction material to the
condition of the Company which is outside of the ordinary course of its
business.

          (i)      No
Undisclosed Events or Circumstances. Since February 28, 2007, except as
disclosed in the Commission Documents or on Schedule 2.1(i) hereto, no
event or circumstance has occurred or exists with respect to the Company or its
business, properties, operations or financial condition, which, under applicable
law, rule or regulation, requires public disclosure or announcement by the
Company but which has not been so publicly announced or disclosed. 

          (j)      Indebtedness.
The Commission Documents or Schedule 2.1(j) hereto sets forth as of
February 28, 2007 all outstanding secured and unsecured Indebtedness of the
Company, or for which the Company has commitments. For the purposes of this
Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or
amounts owed in excess of $100,000 (other than trade accounts payable incurred
in the ordinary course of business), (b) all guaranties, endorsements and other
contingent obligations in respect of liabilities for borrowed money of others in
excess of $100,000, whether or not the same are or should be reflected in the
Company’s balance sheet (or the notes thereto), except guaranties by endorsement
of negotiable instruments for deposit or collection or similar transactions in
the ordinary course of business; and (c) the present value of any lease payments
in excess of $25,000 due under leases required to be capitalized in accordance
with GAAP. The Company is not in default with respect to any Indebtedness.

          (k)     
Title to Assets. The Company has good and valid title to all of its real
and personal property reflected in the Commission Documents, free and clear of
any mortgages, pledges, charges, liens, security interests or other
encumbrances, except for those indicated in the Commission Documents or on
Schedule 2.1(k) hereto or such that, individually or in the aggregate, do
not cause a Material Adverse Effect. All such leases of the Company are valid
and subsisting and in full force and effect.

          (l)      Actions
Pending. There is no action, suit, claim, investigation, arbitration,
alternate dispute resolution proceeding or other proceeding pending or, to the
knowledge of the Company, threatened against the Company which questions the
validity of this Agreement or any of the transactions contemplated hereby or
thereby or any action taken or to be taken pursuant hereto or thereto. Except as
set forth in the Commission Documents or on Schedule 2.1(l) hereto, there
is no action, suit, claim, investigation, arbitration, alternate dispute
resolution proceeding or other proceeding pending or, to the knowledge of the
Company, threatened against or involving the Company, or any of its properties
or assets, which individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect. There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental or
regulatory body against the Company or any officers or directors of the Company
which individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. 

5




          (m)      Compliance
with Law. The business of the Company has been and is presently being
conducted in accordance with all applicable federal, state and local
governmental laws, rules, regulations and ordinances, except as set forth in the
Commission Documents or on Schedule 2.1(m) hereto or such that,
individually or in the aggregate, the noncompliance therewith could not
reasonably be expected to have a Material Adverse Effect. The Company has all
franchises, permits, licenses, consents and other governmental or regulatory
authorizations and approvals necessary for the conduct of its business as now
being conducted by it unless the failure to possess such franchises, permits,
licenses, consents and other governmental or regulatory authorizations and
approvals, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

          (n)      Taxes.
Except as set forth in the Commission Documents or on Schedule 2.1(n)
hereto, the Company has accurately prepared in all material respects and filed
all federal, state and other tax returns required by law to be filed by it, has
paid all taxes shown to be due and all additional assessments, and adequate
provisions have been and are reflected in the financial statements of the
Company for all current taxes and other charges to which the Company is subject
and which are not currently due and payable. Except as disclosed on Schedule
2.1(n) hereto, none of the federal income tax returns of the Company has
been audited by the Internal Revenue Service. The Company has no knowledge of
any additional assessments, adjustments or contingent tax liability (whether
federal or state) of any nature whatsoever, whether pending or threatened
against the Company for any period, nor of any basis for any such assessment,
adjustment or contingency.

          (o)     
Certain Fees. Except as set forth on Schedule 2.1(o) hereto, the
Company has not employed any broker or finder or incurred any liability for any
brokerage or investment banking fees, commissions, finders' structuring fees,
financial advisory fees or other similar fees in connection with this
Agreement.

          (p)      Disclosure.
Neither this Agreement or the Schedules hereto nor any other documents,
certificates or instruments furnished to the Purchasers by or on behalf of the
Company in connection with the transactions contemplated by this Agreement
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements made herein or therein, in the
light of the circumstances under which they were made herein or therein, not
misleading.

          (q)     
Operation of Business. The Company owns or possesses the rights to use
all patents, trademarks, domain names (whether or not registered) and any
patentable improvements or copyrightable derivative works thereof, websites and
intellectual property rights relating thereto, service marks, trade names,
copyrights, licenses and authorizations which are necessary for the conduct of
its business as now conducted without, to its knowledge, any conflict or
infringement with the rights of others.

          (r)     
Environmental Compliance. Except as disclosed in the Commission Documents
or on Schedule 2.1(r) hereto, the Company has obtained all material
approvals, authorization, certificates, consents, licenses, orders and permits
or other similar authorizations of all governmental authorities, or from any
other person, that are required under any Environmental

6




Laws. "Environmental Laws" shall mean all applicable laws
relating to the protection of the environment including, without limitation, all
requirements pertaining to reporting, licensing, permitting, controlling,
investigating or remediating emissions, discharges, releases or threatened
releases of hazardous substances, chemical substances, pollutants, contaminants
or toxic substances, materials or wastes, whether solid, liquid or gaseous in
nature, into the air, surface water, groundwater or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of hazardous substances, chemical substances, pollutants,
contaminants or toxic substances, material or wastes, whether solid, liquid or
gaseous in nature. Except as set forth on Schedule 2.1(r) hereto, the
Company has all necessary governmental approvals required under all
Environmental Laws and used in its business as it is currently being conducted,
except for such instances as would not individually or in the aggregate have a
Material Adverse Effect. The Company is also in compliance with all other
limitations, restrictions, conditions, standards, requirements, schedules and
timetables required or imposed under all Environmental Laws. Except for such
instances as would not individually or in the aggregate have a Material Adverse
Effect, there are no past or present events, conditions, circumstances,
incidents, actions or omissions relating to or in any way affecting the Company
that violate or would be reasonably likely to violate any Environmental Law
after the Closing or that would be reasonably likely to give rise to any
environmental liability, or otherwise form the basis of any claim, action,
demand, suit, proceeding, hearing, study or investigation (i) under any
Environmental Law or (ii) based on or related to the manufacture, processing,
distribution, use, treatment, storage (including, without limitation,
underground storage tanks), disposal, transport or handling, or the emission,
discharge, release or threatened release of any hazardous substance.

          (s)      Books
and Records; Internal Accounting Controls. The records and documents of the
Company accurately reflect in all material respects the information relating to
the business of the Company, the location and collection of its assets, and the
nature of all transactions giving rise to the obligations or accounts receivable
of the Company. The Company maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorizations, (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management's general or
specific authorization, (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate actions are
taken with respect to any differences and (v) accounts, notes and other
receivables and inventory are recorded accurately, and proper and adequate
procedures are implemented to effect the collection thereof on a current and
timely basis. Except as set forth on Schedule 2.1(s) hereto, there are no
significant deficiencies or material weaknesses in the design or operation of
internal controls over financial reporting that would reasonably be expected to
adversely affect the Company’s ability to record, process, summarize and report
financial information, and there is no fraud, whether or not material, that
involves management or, to the knowledge of the Company, other employees who
have a significant role in the Company’s internal controls and the Company has
provided to the Purchaser copies of any written materials relating to the
foregoing.

          (t)      Material
Agreements. Except for this Agreement (with respect to clause (i) of this
Section 2.1(t) only) or as set forth in the Commission Documents or on
Schedule 2.1(t) hereto, or as would not be reasonably likely to have a
Material Adverse Effect, (i) the Company 

7




has performed all obligations required to be performed by it to
date under any written or oral contract, instrument, agreement, commitment,
obligation, plan or arrangement, filed or required to be filed with the
Commission (the "Material Agreements"), (ii) the Company has not received
any notice of default under any Material Agreement and, (iii) to the best of the
Company's knowledge, the Company is not in default under any Material
Agreement.

          (u)      Transactions
with Affiliates. Except as set forth in the Commission Documents, customary
employment agreements or on Schedule 2.1(u) hereto, there are no loans,
leases, agreements, contracts, royalty agreements, management contracts or
arrangements or other continuing transactions between (a) the Company or any of
its customers or suppliers on the one hand, and (b) on the other hand, any
officer, employee, consultant or director of the Company or any person owning
any capital stock of the Company or any member of the immediate family of such
officer, employee, consultant, director or stockholder or any corporation or
other entity controlled by such officer, employee, consultant, director or
stockholder, or a member of the immediate family of such officer, employee,
consultant, director or stockholder which, in each case, is required to be
disclosed in the Commission Documents or in the Company’s most recently filed
definitive proxy statement on Schedule 14A, that is not so disclosed in the
Commission Documents or in such proxy statement.

          (v)      Securities
Act of 1933. Subject to the accuracy and completeness of the representations
and warranties of the Purchasers contained in Section 2.2 hereof, the Company
has complied and will comply with all applicable federal and state securities
laws in connection with the offer, issuance and sale of the Shares hereunder.
Neither the Company nor anyone acting on its behalf, directly or indirectly, has
or will sell, offer to sell or solicit offers to buy any of the Shares or
similar securities to, or solicit offers with respect thereto from, or enter
into any negotiations relating thereto with, any person, or has taken or will
take any action so as to bring the issuance and sale of any of the Shares under
the registration provisions of the Securities Act and applicable state
securities laws, and neither the Company nor any of its affiliates, nor any
person acting on its or their behalf, has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D under
the Securities Act) in connection with the offer or sale of any of the
Shares.

          (w)      Governmental
Approvals. Except as set forth on Schedule 2.1(w) hereto, and except
for the filing of any notice prior or subsequent to the Closing that may be
required under applicable state and/or federal securities laws (which if
required, shall be filed on a timely basis), no authorization, consent,
approval, license, exemption of, filing or registration with any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, is or will be necessary for, or in connection with, the
execution or delivery of the Shares, or for the performance by the Company of
its obligations under this Agreement.

          (x)      Employees.
The Company is not a party to any collective bargaining arrangements or
agreements covering any of its employees, except as set forth on Schedule
2.1(x) hereto or disclosed in the Commission Documents. Except as set forth
on Schedule 2.1(x) hereto or disclosed in the Commission Documents, the
Company does not have any employment contract, agreement regarding proprietary
information, non-competition agreement, non-solicitation agreement,
confidentiality agreement, or any other similar contract or restrictive
covenant, relating to the right of any officer, employee or consultant to be
employed or engaged

8




by the Company required to be disclosed in the Commission
Documents that is not so disclosed. Since December 31, 2006, no officer,
consultant or key employee of the Company whose termination, either individually
or in the aggregate, would be reasonably likely to have a Material Adverse
Effect, has terminated or, to the knowledge of the Company, has any present
intention of terminating his or her employment or engagement with the
Company.

          (y)      Labor
Relations. Except as could not reasonably be expected to have a Material
Adverse Effect, (i) the Company is not engaged in any unfair labor practice,
(ii) there is no strike, labor dispute, slowdown or stoppage pending or, to the
knowledge of the Company, threatened against it, and (iii) the Company is not a
party to any collective bargaining agreement or contract.

          (z)      Absence
of Certain Developments. Except as disclosed in the Commission Documents or
on Schedule 2.1(z) hereto, since February 28, 2007, the Company has
not:

               (i)       
issued any stock, bonds or other corporate securities or any right, options or
warrants with respect thereto;

               (ii)     
 borrowed any amount in excess of $100,000 or incurred or become subject to
any other liabilities in excess of $100,000 (absolute or contingent) except
current liabilities incurred in the ordinary course of business which are
comparable in nature and amount to the current liabilities incurred in the
ordinary course of business during the comparable portion of its prior fiscal
year, as adjusted to reflect the current nature and volume of the business of
the Company;

               (iii)      discharged
or satisfied any lien or encumbrance in excess of $100,000 or paid any
obligation or liability (absolute or contingent) in excess of $100,000, other
than current liabilities paid in the ordinary course of business;

               (iv)      declared
or made any payment or distribution of cash or other property to stockholders
with respect to its stock, or purchased or redeemed, or made any agreements so
to purchase or redeem, any shares of its capital stock, in each case in excess
of $50,000 individually or $100,000 in the aggregate;

               (v)      
sold, assigned or transferred any other tangible assets, or canceled any debts
or claims, in each case in excess of $100,000, except in the ordinary course of
business;

               (vi)      sold,
assigned or transferred any patent rights, trademarks, trade names, copyrights,
trade secrets or other intangible assets or intellectual property rights, or
disclosed any proprietary confidential information to any person except to
customers in the ordinary course of business or to the Purchasers or their
representatives;

               (vii)     suffered
any material losses or waived any rights of material value, whether or not in
the ordinary course of business, or suffered the loss of any material amount of
prospective business;

9




               (viii)      made
any changes in employee compensation except in the ordinary course of business
and consistent with past practices;

               (ix)        made
capital expenditures or commitments therefor that aggregate in excess of
$250,000;

               (x)        
entered into any material transaction, whether or not in the ordinary course of
business;

               (xi)      
 made charitable contributions or pledges in excess of $10,000;

               (xii)      
suffered any material damage, destruction or casualty loss, whether or not
covered by insurance;

               (xiii)      experienced
any material problems with labor or management in connection with the terms and
conditions of their employment; or 

               (xiv)     entered
into an agreement, written or otherwise, to take any of the foregoing
actions.

          (aa)      Public
Utility Holding Company Act and Investment Company Act Status. The Company
is not a “holding company” or a “public utility company” as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended. The
Company is not, and as a result of and immediately upon the Closing will not be,
an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended.

          (bb)      ERISA.
No liability to the Pension Benefit Guaranty Corporation has been incurred with
respect to any Plan by the Company which is or would be materially adverse to
the Company. The execution and delivery of this Agreement and the issuance and
sale of the Shares will not involve any transaction which is subject to the
prohibitions of Section 406 of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”) or in connection with which a tax could be
imposed pursuant to Section 4975 of the Internal Revenue Code of 1986, as
amended, provided that, if any of the Purchasers, or any person or entity that
owns a beneficial interest in any of the Purchasers, is an “employee pension
benefit plan” (within the meaning of Section 3(2) of ERISA) with respect to
which the Company is a “party in interest” (within the meaning of Section 3(14)
of ERISA), the requirements of Sections 407(d)(5) and 408(e) of ERISA, if
applicable, are met. As used in this Section 2.1(cc), the term “Plan” shall mean
an “employee pension benefit plan” (as defined in Section 3 of ERISA) which is
or has been established or maintained, or to which contributions are or have
been made, by the Company or by any trade or business, whether or not
incorporated, which, together with the Company , is under common control, as
described in Section 414(b) or (c) of the Code.

          (cc)     
Independent Nature of Purchasers. The Company acknowledges that the
obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of

10




the obligations of any other Purchaser under this Agreement and
the Company shall not be excused from performance of its obligations to any
Purchaser hereunder as a result of nonperformance or breach by any other
Purchaser. The Company acknowledges that it has been advised that the decision
of each Purchaser to purchase Shares pursuant to this Agreement has been made by
such Purchaser independently of any other purchaser and independently of any
information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company which may have made or
given by any other Purchaser or by any agent or employee of any other Purchaser,
and no Purchaser or any of its agents or employees shall have any liability to
any Purchaser (or any other person) relating to or arising from any such
information, materials, statements or opinions. The Company acknowledges that
nothing contained herein, or in any Transaction Document, and no action taken by
any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Purchasers are in any way acting in
concert or as a group with respect to such obligations. The Company acknowledges
that each Purchaser shall be entitled to independently protect and enforce its
rights, including without limitation, the rights arising out of this Agreement,
and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose. The Company acknowledges
that for reasons of administrative convenience only, this Agreement has been
prepared by counsel for one of the Purchasers and such counsel does not
represent all of the Purchasers but only such Purchaser and the other Purchasers
have retained their own individual counsel with respect to the transactions
contemplated hereby. The Company acknowledges it has elected to provide all
Purchasers with the same terms for the convenience of the Company and not
because it was required or requested to do so by the Purchasers. The Company
acknowledges such procedure with respect to this Agreement in no way creates a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to the transactions contemplated hereby.

          (dd)      Anti-takeover
Device. The Company does not have any outstanding shareholder rights plan or
“poison pill” or any similar arrangement. There are no provisions of any
anti-takeover or business combination statute applicable to the Company, the
Articles of Incorporation and the Bylaws which would preclude the issuance and
sale of the Shares and the consummation of the other transactions contemplated
by this Agreement.

          (ee)      No
Integrated Offering. In reliance on the accuracy of the representation made
by Purchaser in Section 2.2(i) and the Black Box, Inc., SEC No-Action Letter
(June 26, 1990), neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or
sales of any security or solicited any offers to buy any security under
circumstances that would cause the offering of the Shares pursuant to this
Agreement to be integrated with prior offerings by the Company for purposes of
the Securities Act which would prevent the Company from selling the Shares
pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any
applicable exchange-related stockholder approval provisions, nor will the
Company or any of its affiliates take any action or steps that would cause the
offering of the Shares to be integrated with other offerings if such other
offering, if integrated, would cause the offer and sale of the Shares not to be
exempt from registration pursuant to Regulation D and Rule 506 thereof under the
Securities Act. Except as set forth on Schedule 2.1(ee) hereto, the
Company does not have any registration statement pending before the Commission
or currently under the Commission’s review and since October 1, 2006, the

11




Company has not offered or sold any of its equity securities or
debt securities convertible into shares of Common Stock.

          (ff)      Sarbanes-Oxley
Act. The Company is in compliance with the applicable provisions of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and
regulations promulgated thereunder, that are effective and for which compliance
by the Company is required as of the date hereof and intends to use its
reasonable efforts comply with other applicable provisions of the Sarbanes-Oxley
Act, and the rules and regulations promulgated thereunder, upon the
effectiveness of such provisions or the date by which compliance therewith by
the Company is required.

          Section
2.2      Representations and Warranties of the
Purchasers. Each of the Purchasers hereby represents and warrants to the
Company with respect solely to itself and not with respect to any other
Purchaser as follows as of the date hereof and as of the Closing Date, except as
set forth on the Schedule of Exceptions attached hereto with each numbered
schedule corresponding to the section number herein:

          (a)      Organization
and Standing of the Purchasers. If the Purchaser is an entity, such
Purchaser is a corporation, limited liability company or partnership duly
incorporated or organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization.

          (b)      Authorization
and Power. Such Purchaser has the requisite power and authority to enter
into and perform its obligations pursuant to this Agreement and to purchase the
Shares being sold to it hereunder. The execution, delivery and performance of
this Agreement by such Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate,
partnership or other action, and no further consent or authorization of such
Purchaser or its Board of Directors, stockholders, partners or members, as the
case may be, is required. When executed and delivered by the Purchasers, this
Agreement shall constitute a valid and binding obligation of such Purchaser
enforceable against such Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditor's
rights and remedies or by other equitable principles of general application.

          (c)      No
Conflict. The execution, delivery and performance of this Agreement by such
Purchaser and the consummation by such Purchaser of the transactions
contemplated thereby and hereby do not and will not (i) violate any provision of
such Purchaser’s charter or organizational documents, (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation
to which such Purchaser is a party or by which such Purchaser’s respective
properties or assets are bound, or (iii) result in a violation of any federal,
state, local or foreign statute, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations) applicable to such
Purchaser or by which any property or asset of such Purchaser are bound or
affected, except, in all cases, other than violations pursuant to clauses (i) or
(iii) (with respect to federal and state securities laws) above,

12




for such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the
aggregate, materially and adversely affect such Purchaser’s ability to perform
its obligations hereunder.

          (d)      Acquisition
for Investment. Such Purchaser is purchasing the Shares solely for its own
account for the purpose of investment and not with a view to or for sale in
connection with distribution. Such Purchaser does not have a present intention
to sell any of the Shares nor a present arrangement (whether or not legally
binding) or intention to effect any distribution of any of the Shares to or
through any person or entity; provided, however, that by making
the representations herein, such Purchaser does not agree to hold the Shares for
any minimum or other specific term and reserves the right to dispose of the
Shares at any time in accordance with Federal and state securities laws
applicable to such disposition. Such Purchaser acknowledges that it (i) has such
knowledge and experience in financial and business matters such that Purchaser
is capable of evaluating the merits and risks of Purchaser's investment in the
Company, (ii) is able to bear the financial risks associated with an investment
in the Shares and (iii) has been given full access to such records of the
Company and to the officers of the Company as it has deemed necessary or
appropriate to conduct its due diligence investigation.

          (e)      Rule
144. Such Purchaser understands that the Shares must be held indefinitely
unless such Shares are registered under the Securities Act or an exemption from
registration is available. Such Purchaser acknowledges that such person is
familiar with Rule 144 of the rules and regulations of the Commission, as
amended, promulgated pursuant to the Securities Act ("Rule 144"), and
that such Purchaser has been advised that Rule 144 permits resales only under
certain circumstances. Such Purchaser understands that to the extent that Rule
144 is not available, such Purchaser will be unable to sell any Shares without
either registration under the Securities Act or the existence of another
exemption from such registration requirement.

          (f)      General.
Such Purchaser understands that the Shares are being offered and sold in
reliance on a transactional exemption from the registration requirements of
federal and state securities laws and the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and
understandings of such Purchaser set forth herein in order to determine the
applicability of such exemptions and the suitability of such Purchaser to
acquire the Shares. Such Purchaser understands that no United States federal or
state agency or any government or governmental agency has passed upon or made
any recommendation or endorsement of the Shares.

          (g)      No
General Solicitation. Such Purchaser acknowledges that the Shares were not
offered to such Purchaser by means of any form of general or public solicitation
or general advertising, or publicly disseminated advertisements or sales
literature, including (i) any advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media, or
broadcast over television or radio, (ii) any seminar or meeting to which such
Purchaser was invited by any of the foregoing means of communications, or (iii)
through electronic mail over the Internet. Such Purchaser, in making the
decision to purchase the Shares, has relied upon independent investigation made
by it and the representations, warranties, agreements, acknowledgments and
understandings set forth in this Agreement and has not relied on any information
or representations made by third parties.

13




          (h)      Accredited
Investor. Such Purchaser is an “accredited investor” (as defined in Rule 501
of Regulation D), and such Purchaser has such experience in business and
financial matters that it is capable of evaluating the merits and risks of an
investment in the Shares. Such Purchaser is not required to be registered as a
broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a
broker-dealer. Such Purchaser acknowledges that an investment in the Shares is
speculative and involves a high degree of risk. 

          (i)      Qualified
Institutional Buyer. Such Purchaser is a “qualified institutional buyer” (as
such term is defined in Rule 144A(a)(1) of the Securities Act).

          (j)      Certain
Fees. The Purchasers have not employed any broker or finder or incurred any
liability for any brokerage or investment banking fees, commissions, finders'
structuring fees, financial advisory fees or other similar fees in connection
with this Agreement.

          (k)      Independent
Investment. Except as may be disclosed in any filings with the Commission by
the Purchasers under Section 13 and/or Section 16 of the Exchange Act, no
Purchaser has agreed to act with any other Purchaser for the purpose of
acquiring, holding, voting or disposing of the Shares purchased hereunder for
purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting
independently with respect to its investment in the Shares.

          (l)     
Trading Activities. Each Purchaser’s trading activities with respect to
the Shares has been and shall be in compliance with all applicable federal and
state securities laws. No Purchaser nor any of its affiliates has an open short
position in the Common Stock, each Purchaser agrees that it shall not, and that
it will cause its affiliates not to, engage in any short sales with respect to
the Common Stock.

ARTICLE III

COVENANTS

          The
Company covenants with each Purchaser as follows, which covenants are for the
benefit of each Purchaser and their respective permitted assignees.

               Section
3.1 Securities Compliance. The Company shall notify the Commission in
accordance with its rules and regulations, of the transactions contemplated by
this Agreement and shall take all other necessary action and proceedings as may
be required and permitted by applicable law, rule and regulation, for the legal
and valid issuance of the Shares to the Purchasers, or their respective
subsequent holders.

               Section
3.2 Registration and Listing. The Company shall cause its Common Stock to
continue to be registered under Sections 15(d) of the Exchange Act, to comply in
all respects with its reporting and filing obligations under the Exchange Act,
to comply with all requirements related to any registration statement filed
pursuant to this Agreement, and to not take any action or file any document
(whether or not permitted by the Securities Act or the rules promulgated
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under the Exchange Act or Securities Act,
except as permitted herein. The Company will take all action necessary to
continue the listing or trading of its

14




Common Stock on the OTC Bulletin Board or any successor market.
Subject to the terms of the this Agreement, the Company further covenants that
it will take such further action as the Purchasers may reasonably request, all
to the extent required from time to time to enable the Purchasers to sell the
Shares without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144 promulgated under the Securities Act. Upon
the request of the Purchasers, the Company shall deliver to the Purchasers a
written certification of a duly authorized officer as to whether it has complied
with such requirements.

          Section
3.3      Piggy-Back Registration Rights. If
the Company files a registration statement at any time subsequent to the date
that the Shares are issued, the Company shall also be obligated to register the
Shares for resale pursuant to such registration statement. However, this
provision shall not be construed as obligating the Company to file a
registration statement during this period.

          Section
3.4      Compliance with Laws. The Company
shall comply with all applicable laws, rules, regulations and orders,
noncompliance with which would be reasonably likely to have a Material Adverse
Effect.

          Section
3.5      Keeping of Records and Books of
Account. The Company shall keep adequate records and books of account, in
which complete entries will be made in accordance with GAAP consistently
applied, reflecting all financial transactions of the Company.

          Section
3.6      Reporting Requirements. If the
Company ceases to file its periodic reports with the Commission, or if the
Commission ceases making these periodic reports available via the Internet
without charge, then the Company shall, promptly after filing with the
Commission, furnish the following to each Purchaser so long as such Purchaser
shall be obligated hereunder to purchase the Shares or shall beneficially own
Shares:

          (a)      Quarterly
Reports on Form 10-QSB filed with the Commission;

          (b)      Annual
Reports on Form 10-KSB filed with the Commission; and

          (c)      Copies
of all notices, information and proxy statements in connection with any
meetings, that are, in each case, provided generally to holders of shares of
Common Stock, contemporaneously with the delivery of such notices or information
to such holders of Common Stock.

          Section
3.7      Other Agreements. The Company
shall not enter into any agreement in which the terms of such agreement would
restrict or impair the right or ability of the Company to perform its
obligations under any Transaction Document.

          Section
3.8      Use of Proceeds. The net proceeds
from the sale of the Shares will be used by the Company for working capital and
general corporate purposes and not to redeem any Common Stock or securities
convertible, exercisable or exchangeable into Common Stock or to settle any
outstanding litigation.

15




          Section
3.9      Reporting Status. So long as a
Purchaser beneficially owns any of the Shares, the Company shall be obliged to
timely file all reports required to be filed with the Commission pursuant to the
Exchange Act, and the Company shall not terminate its status as an issuer
required to file reports under the Exchange Act even if the Exchange Act or the
rules and regulations thereunder would permit such termination.

          Section
3.10      Liquidated Damages. The Company
agrees and acknowledges that the Purchasers will suffer damages if there is no
trading market for the Shares or if the Purchasers are unable to rely on the
resale provisions provided by Rule 144 of the Securities Act of 1933. The
Company and the Purchasers further agree that if (A) the Company is delinquent
in its financial statement filings on Form 10-KSB and Form 10-QSB for a period
of greater than ten (10) trading days; or (B) trading in the Shares is suspended
or if the Shares are no longer quoted on or are delisted from the principal
exchange on which the Shares are then traded for any reason for more than three
(3) trading days in the aggregate (any such failure or breach extending past the
application grace period being referred to as an "Event" and the date of such
occurrence being an “Event Date”), the Company shall pay an amount as liquidated
damages to each Purchaser, payable in cash or shares of common stock in its
capital, at the Company’s sole option, equal to two percent (2.0%) of the amount
of the Purchaser’s initial investment in the Shares for each calendar month or
portion thereof thereafter from the Event Date until the applicable Event is
cured; provided, however, that in no event shall the amount of liquidated
damages payable at any time and from time to time to any Holder pursuant to this
provision exceed an aggregate of fifteen percent (15%) of the amount of the
Purchaser’s initial investment in the Shares; if the Company elects to pay
liquidated damages in shares of its common stock, the number of such shares of
common stock to be issued to the Holders pursuant to this provision shall be an
amount equal to the quotient of (i) the liquidated damage amount, divided by
(ii) the average of the VWAP for the twenty (20) trading days immediately
preceding such Event Date. Liquidated damages payable by the Company pursuant to
this provision shall be payable on the first (1st) Business Day of each thirty
(30) day period following the Event Date. No liquidated damages will be due
under this paragraph following the period of two (2) years from the date that
the Shares are issued pursuant to this Agreement.

          Section
3.11      Disclosure of Transaction. The
Company shall issue a press release describing the material terms of the
transactions contemplated hereby (the “Press Release”) as soon as practicable
after the Closing Date but in no event later than one day after the Closing
Date. The Company shall also file with the Commission a Current Report on Form
8-K (the “Form 8-K”) describing the material terms of the transactions
contemplated hereby (and attaching as exhibits thereto this Agreement and the
Press Release) as soon as practicable following the Closing Date, but in no
event more than four (4) calendar days following such Closing Date, which Press
Release and Form 8-K shall be subject to prior review and comment by the
Purchasers.

          Section
3.12      Disclosure of Material
Information. The Company covenants and agrees that neither it nor any other
person acting on its behalf has provided or will provide any Purchaser or its
agents or counsel with any information that the Company believes constitutes
material non-public information, unless prior thereto such Purchaser shall have
executed a written agreement regarding the confidentiality and use of such
information. The Company

16




understands and confirms that each Purchaser shall be relying
on the foregoing representations in effecting transactions in securities of the
Company.

          Section
3.13      Form D. The Company agrees to
file a Form D with respect to the Shares as required by Rule 506 under
Regulation D and to provide a copy thereof to the Purchasers promptly after such
filing.

          Section
3.14      No Integrated Offerings. The
Company shall not make any offers or sales of any security (other than the
Shares being offered or sold hereunder) under circumstances that would require
registration of the Shares being offered or sold hereunder under the Securities
Act.

          Section
3.15      Pledge of Shares. The Company
agrees that the Shares may be pledged by a Purchaser in connection with a bona
fide margin agreement or other loan or financing arrangement that is secured by
the Common Stock. The pledge of Common Stock shall not be deemed to be a
transfer, sale or assignment of the Common Stock hereunder, and no Purchaser
effecting a pledge of Common Stock shall be required to provide the Company with
any notice thereof or otherwise make any delivery to the Company pursuant to
this Agreement or any other Transaction Document; provided that a Purchaser and
its pledgee shall be required to comply with the provisions of Article V hereof
in order to effect a sale, transfer or assignment of Common Stock to such
pledgee. At the Purchasers' expense, the Company hereby agrees to execute and
deliver such documentation as a pledgee of the Common Stock may reasonably
request in connection with a pledge of the Common Stock to such pledgee by a
Purchaser.

          Section
3.16      Confidentiality. Each party
agrees that it will not disclose and it will cause its officers, directors,
employees, representatives, agents, and advisers not to disclose, any
Confidential Information (as hereinafter defined) with respect to the other
party furnished, at any time or in any manner, provided that (i) any disclosure
of such information may be made to which the Company and Purchaser consent in
writing; and (ii) such information may be disclosed if so required by law or
regulatory authority. “Confidential Information” means information or knowledge
obtained in any due diligence or other investigation relating to the negotiation
and execution of this Agreement, information relating to the terms of the
transactions contemplated hereby and any information identified as confidential
in writing from one party to the other; provided, however, that Confidential
Information shall not include information or knowledge that (a) becomes
generally available to the public absent any breach of this Section 3.15, (b)
was available on a non-confidential basis to a party prior to its disclosure
pursuant to this Agreement, or (c) becomes available on a non-confidential basis
from a third party who is not bound to keep such information confidential.

          Section
3.17      Updated Schedule of Exceptions.
At least three (3) business days prior to any Subsequent Closing Date, the
Company will deliver to the Purchasers an updated Schedule of Exceptions
reflecting any and all events that arose subsequent to the date of this
Agreement which would render untrue any representations or warranties of the
Company if made as of a Subsequent Closing Date. Within two (2) business days of
the delivery of the update of the Schedule of Exceptions, each Purchaser may
provide the Company with notification that the closing conditions for a
Subsequent Closing have not been met in accordance with the applicable
provisions of Section 4.2 hereof. If a Subsequent Closing occurs, then the
Schedule of

17




Exceptions, as of, and with respect to, such Subsequent Closing
only, shall be deemed amended to reflect the information contained in such
update. Nothing in this Section 3.16 nor the fact that the Purchasers complete a
Subsequent Closing shall waive any rights of the Purchasers based on a breach of
representations and warranties of the Company as of the Initial Closing.

ARTICLE IV

CONDITIONS

          Section
4.1      Conditions Precedent to the Obligation
of the Company to Close and to Sell the Shares. The obligation hereunder of
the Company to close and issue and sell the Shares to the Purchasers at the
Closing Date is subject to the satisfaction or waiver, at or before the Closing
of the conditions set forth below. These conditions are for the Company's sole
benefit and may be waived by the Company at any time in its sole discretion.

          (a)      Accuracy
of the Purchasers’ Representations and Warranties. The representations and
warranties of each Purchaser shall be true and correct in all material respects
as of the date when made and as of the Closing Date as though made at that time,
except for representations and warranties that are expressly made as of a
particular date, which shall be true and correct in all material respects as of
such date.

          (b)      Performance
by the Purchasers. Each Purchaser shall have performed, satisfied and
complied in all material respects with all covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such
Purchaser at or prior to the Closing Date.

          (c)      No
Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.

          (d)      Delivery
of Purchase Price. The Purchasers shall have delivered to the Company the
Purchase Price for the Shares to be purchased by each Purchaser.

          (e)      Delivery
of Agreement. This Agreement shall have been duly executed and delivered by
the Purchasers.

          (f)      Purchase
Price. The Purchase Price shall be One Million Two Hundred Thousand Dollars
($1,200,000).

          Section
4.2 Conditions Precedent to the Obligation of the Purchasers to Close and to
Purchase the Shares. The obligation hereunder of each Purchaser to purchase
the Shares and consummate the transactions contemplated by this Agreement is
subject to the satisfaction or waiver, at or before the Closing Date, of each of
the conditions set forth below. These conditions are for the Purchaser’s sole
benefit and may be waived by the Purchaser at any time in its sole
discretion.

18




          (a)      Accuracy
of the Company's Representations and Warranties. Each of the representations
and warranties of the Company in this Agreement shall be true and correct in all
respects as of the Closing Date, except for representations and warranties that
speak as of a particular date, which shall be true and correct in all respects
as of such date.

          (b)      Performance
by the Company. The Company shall have performed, satisfied and complied in
all material respects with all covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company at or
prior to the Closing Date.

          (c)      No
Suspension Trading in the Common Stock shall not have been suspended by the
Commission or the OTC Bulletin Board (except for any suspension of trading of
limited duration agreed to by the Company, which suspension shall be terminated
prior to the Closing), and, at any time prior to the Closing Date, trading in
securities generally as reported by Bloomberg Financial Markets
("Bloomberg") shall not have been suspended or limited, or minimum prices
shall not have been established on securities whose trades are reported by
Bloomberg, or on the New York Stock Exchange, nor shall a banking moratorium
have been declared either by the United States or New York State
authorities.

          (d)      No
Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.

          (e)     
No Proceedings or Litigation. No action, suit or proceeding before any
arbitrator or any governmental authority shall have been commenced, and no
investigation by any governmental authority shall have been threatened, against
the Company, or any of the officers, directors or affiliates of the Company
seeking to restrain, prevent or change the transactions contemplated by this
Agreement, or seeking damages in connection with such transactions.

          (f)      Opinion
of Counsel. The Purchasers shall have received an opinion of counsel to the
Company, dated the date of such Closing, substantially in the form of Exhibit
B hereto, with such exceptions and limitations as shall be reasonably
acceptable to counsel to the Purchasers.

          (g)      Shares.
At the Closing, the Company shall have delivered to the Purchasers certificates
representing the Shares (in such denominations as each Purchaser may request)
duly executed by the Company, in each case, being acquired by the Purchasers at
such Closing. 

          (h)     
Secretary's Certificate. The Company shall have delivered to the
Purchasers a secretary's certificate, dated as of the Closing Date, as to (i)
the resolutions adopted by the Board of Directors approving the transactions
contemplated hereby, (ii) the Articles, (iii) the Bylaws, each as in effect at
such Closing, and (iv) the authority and incumbency of the officers of the
Company executing this Agreement and any other documents required to be executed
or delivered in connection therewith.

19




          (i)      Officer's
Certificate. On the Closing Date, the Company shall have delivered to the
Purchasers a certificate signed by an executive officer on behalf of the
Company, dated as of such Closing Date, confirming the accuracy of the Company's
representations, warranties and its compliance with covenants as of the Closing
Date and confirming the compliance by the Company with the conditions precedent
set forth in paragraphs (b)-(e) of this Section 4.2 as of such Closing Date
(provided that, with respect to the matters in paragraphs (d) and (e) of this
Section 4.2, such confirmation shall be based on the knowledge of the executive
officer).

          (j)      Material
Adverse Effect. No Material Adverse Effect shall have occurred at or before
the Closing Date.

ARTICLE V

CERTIFICATE LEGEND

          Section
5.1      Legend. Each certificate
representing the Shares shall be stamped or otherwise imprinted with a legend
substantially in the following form (in addition to any legend required by
applicable state securities or "blue sky" laws):


  
    THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES")
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
      OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
      UNDER APPLICABLE STATE SECURITIES LAWS OR KEEWATIN WINDPOWER CORP. SHALL
      HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES
      UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS IS NOT REQUIRED.

  



                    The
Company agrees to reissue certificates representing any of the Shares without
the legend set forth above if at such time, prior to making any transfer of any
such Shares, such holder thereof shall give written notice to the Company
describing the manner and terms of such transfer and removal as the Company may
reasonably request. Such proposed transfer and removal will not be effected
until: (a) either (i) the Company has received an opinion of counsel reasonably
satisfactory to the Company, to the effect that the registration of the Shares
under the Securities Act is not required in connection with such proposed
transfer, (ii) a registration statement under the Securities Act covering such
proposed disposition has been filed by the Company with the Commission and has
become and remains effective under the Securities Act, (iii) the Company has
received other evidence reasonably satisfactory to the Company that such
registration and qualification under the Securities Act and state securities
laws are not required, or (iv) the holder provides the Company with reasonable
assurances that such security can be sold pursuant to Rule 144 under the
Securities Act; and (b) either (i) the Company has received an opinion of
counsel reasonably satisfactory to the Company, to the effect that registration
or

20




qualification under the securities or "blue sky" laws of any
state is not required in connection with such proposed disposition, or (ii)
compliance with applicable state securities or "blue sky" laws has been effected
or a valid exemption exists with respect thereto. The Company will respond to
any such notice from a holder within five (5) business days. In the case of any
proposed transfer under this Section 5.1, the Company will use reasonable
efforts to comply with any such applicable state securities or "blue sky" laws,
but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, or (y) to take any action that would subject it
to tax or to the general service of process in any state where it is not then
subject. The restrictions on transfer contained in this Section 5.1 shall be in
addition to, and not by way of limitation of, any other restrictions on transfer
contained in any other section of this Agreement. Whenever a certificate
representing the Shares is required to be issued to a Purchaser without a
legend, in lieu of delivering physical certificates representing the Shares,
provided the Company's transfer agent is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program, the Company
shall use its reasonable best efforts to cause its transfer agent to
electronically transmit the Shares to a Purchaser by crediting the account of
such Purchaser's Prime Broker with DTC through its Deposit Withdrawal Agent
Commission ("DWAC") system (to the extent not inconsistent with any
provisions of this Agreement).

ARTICLE VI

INDEMNIFICATION

          Section
6.1      Company Indemnity. The Company
agrees to indemnify and hold harmless the Purchasers (and their respective
directors, officers, affiliates, agents, successors and assigns) from and
against any and all losses, liabilities, deficiencies, costs, damages and
expenses (including, without limitation, reasonable attorneys’ fees, charges and
disbursements) incurred by the Purchasers and their directors, officers,
affiliates, agents, successors and assigns as a result of any inaccuracy in or
breach of the representations, warranties or covenants made by the Company
herein, unless any such losses are as a result of the Purchaser’s gross
negligence, bad faith or wilful misconduct.

          Section
6.2      Indemnification Procedure. Any
party entitled to indemnification under this Article VI (an "indemnified party")
will give written notice to the indemnifying party of any matters giving rise to
a claim for indemnification; provided, that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its obligations under this Article VI except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice. In case any such
action, proceeding or claim is brought against an indemnified party in respect
of which indemnification is sought hereunder, the indemnifying party shall be
entitled to participate in and, unless in the reasonable judgment of the
indemnifying party a conflict of interest between it and the indemnified party
exists with respect to such action, proceeding or claim (in which case the
indemnifying party shall be responsible for the reasonable fees and expenses of
one separate counsel for the indemnified parties), to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. In the event that
the indemnifying party advises an indemnified party that it will not contest
such a claim for indemnification hereunder, or fails, within thirty (30) days of
receipt of

21




any indemnification notice to notify, in writing, such person
of its election to defend, settle or compromise, at its sole cost and expense,
any action, proceeding or claim (or discontinues its defense at any time after
it commences such defense), then the indemnified party may, at its option,
defend, settle or otherwise compromise or pay such action or claim. In any
event, unless and until the indemnifying party elects in writing to assume and
does so assume the defense of any such claim, proceeding or action, the
indemnified party's costs and expenses arising out of the defense, settlement or
compromise of any such action, claim or proceeding shall be losses subject to
indemnification hereunder. The indemnified party shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the indemnified party which
relates to such action or claim. The indemnifying party shall keep the
indemnified party fully apprised at all times as to the status of the defense or
any settlement negotiations with respect thereto. If the indemnifying party
elects to defend any such action or claim, then the indemnified party shall be
entitled to participate in such defense with counsel of its choice at its sole
cost and expense. The indemnifying party shall not be liable for any settlement
of any action, claim or proceeding effected without its prior written consent
which shall not be unreasonably withheld. Notwithstanding anything in this
Article VI to the contrary, the indemnifying party shall not, without the
indemnified party's prior written consent, settle or compromise any claim or
consent to entry of any judgment in respect thereof which imposes any future
obligation on the indemnified party or which does not include, as an
unconditional term thereof, the giving by the claimant or the plaintiff to the
indemnified party of a release from all liability in respect of such claim. The
indemnification required by this Article VI shall be made by periodic payments
of the amount thereof during the course of investigation or defense, as and when
bills are received or expense, loss, damage or liability is incurred, so long as
the indemnified party irrevocably agrees to refund such moneys if it is
ultimately determined by a court of competent jurisdiction that such party was
not entitled to indemnification. The indemnity agreements contained herein shall
be in addition to (a) any cause of action or similar rights of the indemnified
party against the indemnifying party or others, and (b) any liabilities the
indemnifying party may be subject to pursuant to the law.

ARTICLE VII

MISCELLANEOUS

          Section
7.1      Fees and Expenses. Each party
shall pay the fees and expenses of its advisors, counsel, accountants and other
experts, if any, and all other expenses, incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement,
provided that the Company shall pay all actual, reasonable attorneys' fees and
expenses (including disbursements and out-of-pocket expenses), to a maximum of
$20,000, for one counsel to the Purchasers incurred by the Purchasers in
connection with (i) the preparation, negotiation, execution and delivery of this
Agreement and the transactions contemplated thereunder, (ii) the review of any
Registration Statement that the Company files in order to register the Shares
for resale and (iii) any amendments, modifications or waivers of this Agreement.
In addition, the Company shall pay all reasonable fees and expenses incurred by
the Purchasers in connection with the enforcement of this Agreement, including,
without limitation, all reasonable attorneys' fees and expenses.

22




          Section
7.2      Specific Performance; Consent to
Jurisdiction; Venue.

          (a)      The
Company and the Purchasers acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement is not performed
in accordance with their specific terms or are otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law or
equity.

          (b)      The
parties agree that venue for any dispute arising under this Agreement will lie
exclusively in the state or federal courts located in New York County, New York,
and the parties irrevocably waive any right to raise forum non conveniens
or any other argument that New York is not the proper venue. The parties
irrevocably consent to personal jurisdiction in the state and federal courts of
the state of New York. The Company and each Purchaser consent to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof. Nothing in this Section 7.2 shall affect or limit any right to
serve process in any other manner permitted by law. The Company and the
Purchasers hereby agree that the prevailing party in any suit, action or
proceeding arising out of or relating to the Shares, this Agreement or the
Registration Rights Agreement, shall be entitled to reimbursement for reasonable
legal fees from the non-prevailing party.

          Section
7.3      Entire Agreement; Amendment. This
Agreement contains the entire understanding and agreement of the parties with
respect to the matters covered hereby and, except as specifically set forth
herein, neither the Company nor any Purchaser make any representation, warranty,
covenant or undertaking with respect to such matters, and they supersede all
prior understandings and agreements with respect to said subject matter, all of
which are merged herein. Following the Closing, no provision of this Agreement
may be waived or amended other than by a written instrument signed by the
Company and the Purchasers holding at least a majority of all Shares then held
by the Purchasers. Any amendment or waiver effected in accordance with this
Section 7.3 shall be binding upon each Purchaser (and their permitted assigns)
and the Company.

          Section
7.4      Notices. Any notice, demand,
request, waiver or other communication required or permitted to be given
hereunder shall be in writing and shall be effective (a) upon hand delivery by
telecopy or facsimile at the address or number designated below (if delivered on
a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

	If to the Company: 	Keewatin Windpower Corp. 
	  	666 Burrard Street, Suite 617 
	  	Vancouver, British Columbia, Canada
  


23





	  	Attention: Chris Craddock, President
  
	  	Tel. No.: 604 601 2070 
	  	  
	If to any Purchaser: 	At the address of such Purchaser set
      forth on Exhibit A to this 
	  	Agreement, with copies to Purchaser’s
      counsel as set forth on 
	  	Exhibit A or as specified in
      writing by such Purchaser with copies 
	  	to: 
	  	  
	  	Antti Uusiheimala 
	  	Vision Capital Advisors, LLC 
	  	20 W 55th street, 5th
      floor 
	  	New York, NY 10019 


     Any party hereto may from time to
time change its address for notices by giving written notice of such changed
address to the other parties hereto.

          Section
7.5      Waivers. No waiver by any party of
any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter.

          Section
7.6      Headings. The article, section and
subsection headings in this Agreement are for convenience only and shall not
constitute a part of this Agreement for any other purpose and shall not be
deemed to limit or affect any of the provisions hereof.

          Section
7.7      Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and assigns. After the Closing, the assignment by a party to
this Agreement of any rights hereunder shall not affect the obligations of such
party under this Agreement. Subject to Section 5.1 hereof, the Purchasers may
assign the Shares and its rights under this Agreement and any other rights
hereto and thereto without the consent of the Company.

          Section
7.8      No Third Party Beneficiaries. This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.

          Section
7.9      Currency. All funds referred to
under the terms of this Agreement shall be funds designated in the lawful
currency of the United States of America.

          Section
7.10      Governing Law. This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of New York, without giving effect to any of the conflicts of law
principles which would result in the application of the substantive law of
another jurisdiction. This Agreement shall not be interpreted or construed with
any presumption against the party causing this Agreement to be drafted.

24




          Section
7.11      Survival. The
representations and warranties of the Company and the Purchasers shall survive
the execution and delivery hereof and the Closing until the third anniversary of
the Closing Date.

          Section
7.12      Counterparts. This Agreement may
be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and shall become effective when
counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same
counterpart.

          Section
7.13      Publicity. The Company agrees
that it will not disclose, and will not include in any public announcement, the
names of the Purchasers without the consent of the Purchasers, which consent
shall not be unreasonably withheld or delayed, or unless and until such
disclosure is required by law, rule or applicable regulation, and then only to
the extent of such requirement. 

          Section
7.14      Severability. The provisions of
this Agreement are severable and, in the event that any court of competent
jurisdiction shall determine that any one or more of the provisions or part of
the provisions contained in this Agreement shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement and this Agreement shall be reformed and construed as if such
invalid or illegal or unenforceable provision, or part of such provision, had
never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.

          Section
7.15      Further Assurances. From and
after the date of this Agreement, upon the request of the Purchasers or the
Company, the Company and each Purchaser shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement and the Registration Rights Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

25




     IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective
authorized officers as of the date first above written.

	 	KEEWATIN WINDPOWER CORP. 
	 	  
	 	  
	 	By:
      _____________________________________ 
	 	         Name:
      Chris Craddock 
	 	         Title:
      President 
	 	  
	 	  
	 	PURCHASER: 
	 	  
	 	  
	 	By:
      _____________________________________ 
	 	         Name:
      Adam Benowitz 
	 	         Title:
      Portfolio Manager 






EXHIBIT A 
LIST OF PURCHASERS

	Names and Addresses 	Number of Shares 	Dollar Amount of 
	of Purchasers 	Purchased 	Investment 
	  	 	  
	Vision Opportunity Master Fund, Ltd
    	1,000,000 common shares
    	$1,200,000 
	20 W 55th street, 5th floor
	1,000,000 warrants 	  
	New York, NY 10019 	 	 



1




EXHIBIT B
FORM OF OPINION

          1.      The
Company is a corporation existing and in good standing under the laws of the
State of Nevada and has the requisite corporate power to own, lease and operate
its properties and assets, and to carry on its business as presently conducted.
The Company is duly qualified to do business and is in good standing in every
state in which the failure to so qualify would have a Material Adverse
Effect.

          2.      The
Company has the requisite corporate power and authority to enter into and
perform its obligations under the Common Stock Purchase Agreement (the
“Agreement”) and to issue the Shares. The execution, delivery and performance of
the Agreement by the Company and the consummation by it of the transactions
contemplated thereby have been duly and validly authorized by all necessary
corporate action and no further consent or authorization of the Company, its
Board of Directors or its stockholders is required. The Agreemetn has been duly
executed and delivered and the Agreement constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
respective terms. The Shares are not subject to any preemptive rights under the
Articles of Incorporation or the Bylaws.

          3.      The
Shares have been duly authorized by all corporate action on the part of the
Company and, the Shares when delivered against payment in full as provided in
the Purchase Agreement, will be validly issued, fully paid and
nonassessable.

          4.      The
execution, delivery and performance of and compliance with the terms of the
Agreement and the issuance of the Shares do not (a) violate any provision of the
Articles of Incorporation or Bylaws, (b) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, mortgage, deed of trust, indenture,
note, bond, license, lease agreement, instrument or obligation to which the
Company is a party, (c) create or impose a lien, charge or encumbrance on any
property of the Company under any agreement or any commitment known to us to
which the Company is a party or by which the Company is bound or by which any of
its respective properties or assets are bound, or (d) result in a violation of
any federal or state statute, rule, regulation, order, judgment, injunction or
decree known to us (excluding federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company is
bound or affected, except, in all cases other than violations pursuant to
clauses (a) and (d) above, for such conflicts, default, terminations,
amendments, acceleration, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect.

          5.      No
consent, approval or authorization of or designation, declaration or filing with
any governmental authority on the part of the Company is required under federal
or state law, rule or regulation in connection with the valid execution,
delivery and performance of the Agreement, or the offer, sale or issuance of the
Shares other than filings as may be required by applicable federal and state
securities laws.

          6.      To
our knowledge, there is no action, suit, claim, investigation or proceeding
pending or threatened against the Company which questions the validity of the


2




Agreement or the transactions contemplated thereby or any
action taken or to be taken pursuant thereto. To our knowledge, there is no
action, suit, claim, investigation or proceeding pending, or threatened, against
or involving the Company or any of its properties or assets and which, if
adversely determined, would result in a Material Adverse Effect.

          7.      The
offer, issuance and sale of the Shares are exempt from the registration
requirements of the Securities Act.

          8.      The
Company is not, and as a result of and immediately upon Closing will not be, an
"investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended.

3




SCHEDULE 2.1(c)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE

PURCHASERS 

The following options and rights to subscribe for securities of
the Company are outstanding:

Incentive Stock Options

The Company has granted stock options a total of 1,000,000
shares of common stock to its directors and officers as follows:

	Name of Option Holder 	Number of Options 	Exercise Price 	Expiry Date 
	  	  	  	 
	Chris Craddock 	250,000 	$1.10 	Feb 26, 2009 
	William Iny 	250,000 	$1.10 	Feb 26, 2009 
	Greg Yanke 	250,000 	$1.10 	Feb 26, 2009 
	Vick Dusik 	250,000 	$1.10 	Feb 26, 2009 


Private Placement Financing

The Company is obligated to issue 715,000 shares of restricted
common stock in its capital pursuant to a financing that it completed in
November 2006. As well, in connection with the transaction, the Company is
obligated to issue 71,500 shares of restricted common stock as a finder’s
fee.

Share Purchase Agreement

By an agreement dated March 26, 2007, the Company has agreed to
acquire all of the issued and outstanding shares in Sky Harvest Windpower Corp.,
a Canadian incorporated company, in consideration of the Company issuing
17,343,516 shares of restricted common stock to the shareholders of Sky Harvest
Windpower Corp. Sky Harvest Windpower Corp. holds the rights to construct a wind
power facility on approximately 8,500 acres of land located in southwestern
Saskatchewan.

All of the above transactions have been disclosed in the
Company’s current report filings with the Securities & Exchange Commission
on Form 8-K.




SCHEDULE 2.1(f)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE

PURCHASERS 

The Company has filed the following reports with Securities
& Exchange Commission late:

	1. 	
      Quarterly report on Form 10-QSB for the period ended
      November 30, 2006; and

	 	 
	2. 	
      Quarterly report on Form 10-QSB for the period ended
      February 28, 2007.



With respect to both reports, the Company filed a notification
of late filing with the Securities & Exchange Commission and subsequently
filed the quarterly report within the extension period.




SCHEDULE 2.1(g)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(h)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10_,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE

PURCHASERS 

By an agreement dated March 26, 2007, the Company has agreed to
acquire all of the issued and outstanding shares in Sky Harvest Windpower Corp.,
a Canadian incorporated company, in consideration of the Company issuing
17,343,516 shares of restricted common stock to the shareholders of Sky Harvest
Windpower Corp. Sky Harvest Windpower Corp. holds the rights to construct a wind
power facility on approximately 8,500 acres of land located in southwestern
Saskatchewan.




SCHEDULE 2.1(i)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(j)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE

PURCHASERS 

None.




SCHEDULE 2.1(k)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE

PURCHASERS 

None.




SCHEDULE 2.1(l)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(m)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(n)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE

PURCHASERS 

The Company has not filed any tax returns since its
incorporation. The Company covenants to use its best efforts to complete and
file all necessary tax filings and pay any related fees, if applicable, prior to
September 30, 2007. The Company represents and warrants to the Purchasers that
no taxes are due and payable for all of its completed income tax years. 




SCHEDULE 2.1(o)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE

PURCHASERS 

The Company has agreed to pay a finder’s fee equal to 10% of
the financing proceeds, in cash or shares of common stock at a deemed price of
$1.20 each, to Farrah Iny in consideration of her introducing the Company to
Vision Capital Advisors LLC.




SCHEDULE 2.1(r)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(s)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(t)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(u)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(w)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(x)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.




SCHEDULE 2.1(z)

TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10,
2007
BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND
THE
PURCHASERS 

None.









SCHEDULE 2.1(ee)


     TO THAT CERTAIN AGREEMENT MADE AS OF JULY 10, 2007 BETWEEN KEEWATIN WINDPOWER CORP. (THE “COMPANY”) AND THE


PURCHASERS 


None.


CW1621806.1