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PROMISSORY NOTE

|US$100,000 | Jan 28, 2009
|---------- | ------------

FOR VALUE RECEIVED, SKY
HARVEST WINDPOWER CORP.,a company incorporated under the laws of Canada
(the Borrower)HEREBY ACKNOWLEDGES ITSELF INDEBTED AND PROMISES TO
PAYto or to the order of KEEWATIN WINDPOWER CORP.a company
incorporated under the laws of the State of Nevada (the Lender), or
such other address as the Lender directs, the principal sum of $100,000 of
lawful money of the United States (the Loan), as follows:

1. Definitions:

| | (a) | Event of Default means at any time there is a
      default or a breach by the Borrower of any representation, warranty,
      covenant, agreement, term, condition, stipulation or proviso contained
      herein or in any Other Document;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                               
| | (b) | Other Document means any document or agreement
      other than this Note which evidences, secures or evidences or secures the
      payment, observance and performance of the Loan in whole or in part;
      and                         

2. Repayment:

The Borrower will pay the
outstanding principal balance of the Loan on Jan 28, 2010, provided that the
Borrower will have the privilege of prepaying the Loan in whole or in part at
any time and from time to time, without notice, bonus or penalty.

3. Records:

The Borrower acknowledges and
agrees that the records of the Lender with respect to advances and repayments,
prepayments of the Loan will be conclusive and binding on the Borrower hereunder
absent manifest error.

4. Default:

Upon the occurrence of an Event
of Default, the full unpaid principal balance of the Loan together with all
other monies dues and owing under this Note will at the option of the Lender
forthwith become due and payable.

5. Governing Law:

This Note will be governed by and
construed in accordance with the laws of British Columbia. For the purpose of
legal proceedings this Note will be deemed to have been made in British Columbia
and to be performed there and the courts of British Columbia will have

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jurisdiction over all disputes which may arise under this Note
and the Borrower hereby irrevocably and unconditionally submits to the
non-exclusive jurisdiction of such courts, provided always that nothing herein
contained will prevent the Lender from proceeding at its election against the
Borrower in the courts of any other country or jurisdiction.

6. Arbitration:

At the option of the Lender, in
its sole discretion, if the parties are unable to resolve any dispute under this
Note the dispute will be referred to and finally resolved by arbitration before
a single arbitrator selected by the Lender. The place of arbitration will be
Vancouver, British Columbia or such other jurisdiction as chosen by the Lender,
in its sole discretion. The award of the arbitrator will be final and binding on
each party. Judgment upon the award may be entered in any court of competent
jurisdiction.

7. General Provisions:

The Borrower hereby waives
presentment and demand for payment, protest and notice of protest and notice of
dishonour and non-payment.

IN WITNESS WHEREOFthe Borrower has duly executed this
Promissory Note as of the date first written above.

SKY HARVEST WINDPOWER CORP.

|Per: | /s/ William Iny     
|---- | --------------------
|     | Authorized Signatory

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