Exhibit 10.2

                          [SKY HARVEST WINDPOWER LOGO]

February 3, 2012

Bertan Atalay
Cornelis de Witlaan 89
den Haag, 2582 AD
The Netherlands

Dear Bertan:

Further to our recent discussions,  I confirm our agreement with respect to your
consulting  services to Sky Harvest  Windpower  Corp. (the  "Company"),  and the
incorporation  of a company to develop natural gas storage assets in Turkey,  as
follows:

CONSULTING SERVICES TO THE COMPANY IN RELATION TO RENEWABLE ASSET TRANSACTIONS

1.   The Company  hereby engages you as a consultant for a period of three years
     commencing on the date of this agreement.  Thereafter, this agreement shall
     continue  in full  force and  effect  until  such time as either you or the
     Company provides the other party with notice of termination.

2.   You have,  and following the date of this  agreement,  you will continue to
     use  your  reasonable   efforts  to  introduce  the  Company  to  potential
     acquisition  and investment  opportunities  in the energy  sector,  and any
     related sectors that you deem fit. The Company hereby authorizes you to act
     on its behalf in  initiating  and  entering  into  negotiations  with third
     parties for this purpose,  provided that any agreement  between the Company
     and a third  party is subject to the  approval  of the  Company's  Board of
     Directors.

3.   If the  Company  completes  an  acquisition  of an  interest in any deal or
     assets,  for  example,  including  but not  limited  to,  by way of  direct
     acquisition,  merger,  buy-out, equity investment of any kind and all types
     or equity swap transactions with or without cash  consideration,  provision
     of credit  facilities or debt and/or  debt-like  instruments of any and all
     types,  or any  and  all  types  of  other  investment  alternatives  (each
     individually  referred  to  as  a  "Transaction"),   as  a  result  of  you
     introducing  the  Company  to the  investment  opportunity  resulting  in a
     Transaction,  the Company shall pay you a success fee (the  "Success  Fee")
     equal to 10% of the value of a  Transaction,  which the Company shall agree
     as part of its consideration to enter into a Transaction.

4.   If the consideration  that the Company provides for a Transaction  includes
     shares of its common stock, for the purpose of calculating the Success Fee,
     the Company's  shares shall be valued as the lesser of (i) the deemed share
     price  agreed  as part of the  Transaction,  or,  (ii) the 90  trading  day
     trailing  weighted  average  price of its shares  quoted on the OTC Markets
     calculated  looking  backwards from 30 trading days before the close of any
     Transaction.

5.   The  Company  agrees  to pay the  Success  Fee in  shares  of the  Company;
     however,  you agree to  consider,  acting  reasonably,  the  payment of the
     Success  Fee in cash,  or, a  combination  of cash and  shares as valued in
     paragraph 4.
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6.   If  applicable,  the  Company  agrees for you to provide an invoice for the
     payment of the  Success  Fee and,  if  applicable,  add any value  added or
     similar applicable taxes as surcharge to the payment of the Success Fee.

7.   During  the term of this  agreement,  you  agree  that  you will not  offer
     acquisition opportunities that you have introduced to us to any third party
     without  our  written  consent,  which will not be  withheld  unreasonably.
     Likewise,  the Company  agrees not to  circumvent  you  regarding any third
     party introductions that you have made to the Company.

8.   You agree to make all  introductions  of third  parties  to the  Company in
     writing,  and the  Company  agrees to  acknowledge  your  introductions  in
     writing.

9.   The Company agrees to accept e-mails and facsimile machine transmissions as
     a form of written communication.

10.  During the term of this  agreement,  you and the Company  undertake not to,
     whether directly or indirectly, and whether alone or in conjunction with or
     on behalf of any other person, whether as principal, shareholder, director,
     employee, agent, consultant or in any capacity whatsoever:

     10.1.   induce or attempt to induce any person to cease to deal with, or to
             restrict or vary the terms of how it deals with, the other party to
             this agreement;

     10.2.   do or say anything  which is harmful to the reputation of the other
             party to this agreement; or

     10.3.   attempt or knowingly  assist or procure any person to do any of the
             foregoing things.

11.  The  non-circumvention   restrictions   contained  in  this  agreement  are
     considered reasonable by you and the Company.

12.  In the event that any  restriction in this  agreement  shall be found to be
     unenforceable,  but would be  enforceable if some part thereof were deleted
     or the  area of  operation  or the  period  of  application  reduced,  such
     restriction  shall apply with such modification as may be necessary to make
     it legally consistent and enforceable.

13.  If the Company  completes  Transactions  as a result of your  introductions
     with an aggregate value of at least USD$3,000,000, including any concurrent
     financings, in your sole discretion, you shall have the option to cause the
     Company enter into the Employment Agreement attached as the Schedule "A" of
     this agreement (the  "Employment  Agreement"),  join the Company's Board of
     Directors, and be appointed as President and CEO of the Company.

14.  At your sole discretion,  instead of the Employment Agreement,  the Company
     agrees  to enter  into a  consulting  agreement,  which  will  capture  the
     relevant terms of the Employment Agreement.

INCORPORATION OF A COMPANY TO DEVELOP NATURAL GAS STORAGE ASSETS IN TURKEY.

15.  Concurrently with the execution of this agreement, the parties hereto agree
     to incorporate a British Columbia  corporation under the name Levant Energy
     Inc.  ("Levant")  for the  purpose of  developing  underground  natural gas
     storage   plants  in  the  Republic  of  Turkey  (the   "Business"),   and,
     furthermore:

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     15.1.   The Company shall have the right to purchase up to 5,000,000 common
             shares in the capital  stock of Levant at a price of  CAD$0.10  per
             share by no later than [February 29, 2012].

     15.2.   The  initial  managing  directors  of the board of Levant  shall be
             Bertan Atalay and William Iny. Bertan Atalay shall be the President
             and CEO of Levant and William Iny shall act as corporate secretary.

     15.3.   The Company  agrees that the  resolutions  of the board of managing
             directors of Levant relating to the following  matters shall not be
             passed unless during a properly  convened  board meeting of Levant,
             while all the  members of the board are  present  or  appropriately
             represented,  and the  board  shall  have  voted in  favour of such
             resolutions unanimously:

     15.3.1. any change to Levant's Articles of Association;

     15.3.2. any changes to Levant's Board of Directors composition;

     15.3.3. any  reduction  of the share  capital  or  variation  of the rights
             attaching  to  any  class  of  shares  of  Levant  or  any  of  its
             subsidiaries  and affiliates or any  redemption,  purchase or other
             acquisition  by  Levant,  or by  any of  its  subsidiaries,  and by
             affiliates of any shares or other securities of that company;

     15.3.4. the presentation of any petition to sell Levant partly or entirely,
             and/or any of its subsidiaries or affiliates party or entirely;.

     15.3.5. any  change  in the  share  capital  of  Levant  or  the  creation,
             allotment  or issue of any shares or of any other  security  in any
             subsidiary,  or affiliate,  or the grant of any option or rights to
             subscribe  for or to convert  any  instrument  into such  shares or
             securities;

     15.3.6. the presentation of any petition for winding-up;

     15.3.7. any consolidation or amalgamation with any other company;

     15.3.8. the entry into of any joint  venture,  partnership,  consortium  or
             other similar arrangement;

     15.3.9. any  material  change  to the  nature or  geographical  area of the
             Business or carrying on any business other than the Business;

     15.3.10.the  making  of  any  investment  by  way  of  deposits,  loans  or
             subscriptions for shares or debentures,  other than normal treasury
             banking transactions;

     15.3.11.the  acquisition  of any  assets or  property  or the making of any
             investments;

     15.3.12.the  sale,  disposition,   transfer  or  lease  of  any  assets  or
             property;

     15.3.13.any  transaction  with a  shareholder  or any of its  associated or
             affiliated  companies.  For the purpose of  clarity,  this will not
             include obligations of Levant under the Employment Contract.

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     15.3.14. the appointment and removal of auditors;

     15.3.15.any  change  to  the  financial  year  of  Levant  or  any  of  its
             subsidiaries or its affiliates;

     15.3.16. the making of any loan or advance or the borrowing of amounts;

     15.3.17.any  variation  of the  rights  attaching  to any  class of  shares
             and/or any change to distribution and/or dividend policy;

     15.3.18.any decision to list Levant's or any of its  subsidiaries or any of
             its affiliates on a stock exchange;

     15.3.19.the approval of the nature and terms of a fund raising  (including,
             without  limitation,  whether  it  shall  take  place  by way of an
             initial public offering or a private placement or otherwise),  such
             approval not to be unreasonably withheld;

     15.3.20. the entry into any contract or commitment;

     15.3.21.the  commencement or settlement of any  litigation,  arbitration or
             other legal proceedings;

     15.3.22.the  Company  agrees to cause  Levant  shareholders  to empower and
             enable its board to manage the business of Levant on their  behalf,
             and,  particularly in the case of the provisions of articles 15.3.1
             to 15.3.21, where necessary, cause the shareholders to defer to the
             decision  of the board of Levant as final and  binding  decision of
             the Levant

     15.4.   The  provisions of paragraph 15.3 shall only remain in effect until
             such  time  as  the  Company  becomes  a  reporting  issuer  in any
             jurisdiction  and  also  has  its  shares  commence  trading  on  a
             recognized stock exchange or quotation system.

     15.5.   Your  compensation  for acting as an officer and director of Levant
             shall be governed by the Employment Agreement.

     15.6.   You and the  Company  agree  to  cause  Levant  to  enter  into the
             Employment  Agreement  with you no  later  than  earlier  of (i) 12
             months from the date of this letter agreement,  or, (ii) concurrent
             with  Levant  receiving  funding  of  an  aggregate  no  less  than
             CAD$3,000,000 by way of including,  without limitation,  whether it
             shall take place by way of an initial public  offering or a private
             placement or otherwise.

     15.7.   In  consideration  for  your  entering  into  this  agreement,  but
             especially  the provision of article 10.5,  the Company  agrees for
             you, or your nominee  personal  company solely owned and controlled
             by you,  to be  issued a total of  2,664,000  common  shares in the
             capital of Levant at a deemed  price of CAD$0.10  per share  within
             ten calendar days of signing of this agreement.

     15.8.   The  Company  is in the  process of leading  the  establishment  of
             Levant,  and,  represents  that  Levant has not and Company has not
             caused Levant to issue any shares to any person.

     15.9.   You and the Company  agree not to sell or assign or  transfer  your
             respective  shares of Levant to any third party without the express
             written  consent of the other  during  the term of this  agreement,
             unless it is allowed by the terms of this agreement.

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     15.10.  If  the  Company  initiates  the  proceedings  for  declaration  of
             insolvency  and/or takes steps to declare  bankruptcy in accordance
             with the applicable  statutes and laws, the Company agrees to grant
             you a right,  but not the  obligation,  to purchase  the  Company's
             shares in Levant for a  consideration  of no more than CAD$0.10 per
             share within three  calendar  months of receiving a written  notice
             from or on behalf of the  Company of its notice of  declaration  of
             insolvency or bankruptcy.

16.  The  parties  hereto  shall act in good  faith to fulfil the intent of this
     agreement.

17.  Each  undertaking  contained  in this  agreement  shall be  construed  as a
     separate  undertaking and if one or more of the undertakings are held to be
     against  the public  interest  or  unlawful  or in any way an  unreasonable
     restraint of trade, the remaining undertakings shall continue to be binding
     on you and the Company.

18.  This agreement may be executed in counterparts and executed electronically,
     and  such   counterparts   together  shall  constitute  one  and  the  same
     instrument.

If the foregoing  accurately sets out the terms of the agreement reached between
us, please  indicate by signing below and returning a duly executed copy of this
letter to us.

Yours truly,

SKY HARVEST WINDPOWER CORP.


per: /s/ William Iny
    ------------------------------

WILLIAM INY
PRESIDENT

AGREED AND ACCEPTED this 3rd day
of February, 2012


per: /s/ Bertan Atalay
    ------------------------------
BERTAN ATALAY
<PAGE>
                              EMPLOYMENT AGREEMENT

THIS AGREEMENT dated as of the ____________________.

BETWEEN:

          SKY HARVEST  WINDPOWER CORP., a company  incorporated  pursuant to the
          laws of British  Columbia  with an office  located at 890 West  Pender
          Street, Suite 710, Vancouver, British Columbia, Canada, V6C 1J9.

          (the "Employer")

AND:

          BERTAN ATALAY,  having an address at Cornelis de Witlaan 89, den Haag,
          2582 AD, the Netherlands

          (the "Executive" and/or "Employee")

WHEREAS:

A. Employer is desirous of obtaining the services of the Executive as Employer's
Chief Executive Officer.

B. The Executive is qualified to undertake the duties of Chief Executive Officer
of Employer.

     THEREFORE  in  consideration  of the  foregoing  recitals and of the mutual
promises,  covenants and agreements  hereinafter set forth, the parties promise,
covenant and agree that:

1.0 Employment

1.1 Position

1.1.1 Employer  hereby employs the Executive in the position of Chief  Executive
Officer on a full time basis.

1.2 Term

1.2.1 The term of this  Agreement  shall  commence on the date of this Agreement
first written above, unless the parties agree to an earlier date (the "Effective
Date"),  and shall  continue  until it is  terminated  in  accordance  with this
Agreement.
<PAGE>
1.3 Duties

1.3.1 The  Executive  shall  perform such duties and render such services as and
when  prescribed by the Board of Directors (the "Board") and in accordance  with
such  instructions  and  directions  of the Board as are  lawfully  assigned  or
communicated  to him and as are consistent  with the position of Chief Executive
Officer.  The Executive  shall perform such duties on behalf of Employer and, as
directed by the Board,  on behalf of any  subsidiaries or affiliates of Employer
which are  designated  by the Board as requiring  the services of the  Executive
(with Employer and any such subsidiaries and affiliates being referred to herein
collectively as "Employer").

1.3.2 The  Executive  understands  that the Executive is employed on a full time
basis with Employer. Throughout the term of this Agreement, the Executive shall:

     (a)  diligently,  honestly and faithfully  serve Employer and shall use his
          best  efforts to promote  and advance the  interests  and  goodwill of
          Employer;

     (b)  conduct  himself at all times in a manner which is not  prejudicial to
          Employer interests;

     (c)  except as permitted in this  Agreement or  authorized  by the Board in
          writing,  devote all of his business  time to the business and affairs
          of Employer,  provided  that  Employer  hereby  agrees that  Executive
          shall,  during the term of this Agreement,  be permitted to sit on the
          board of directors of companies unaffiliated with Employer;

     (d)  refrain  from  engaging  in any  activity  which  shall in any manner,
          directly  or  indirectly,  compete  with  the  trade  or  business  of
          Employer; and

     (e)  without the consent in writing of the Board, not acquire,  directly or
          indirectly,  any  interest  in a  firm,  partnership,  association  or
          corporation,  the  business  and  operations  of which in any  manner,
          directly or indirectly, compete with the trade or business of Employer
          other than publicly  traded stocks  representing  not more than 10% of
          any  such  firm,   partnership,   association  or   corporation.   The
          Executive's  existing interests of in businesses predating the signing
          of this  agreement  are  "grandfathered"  and  not  subject  to  these
          provisions.

Employer agrees that, provided the Executive is able to perform his duties under
this Agreement in a timely and professional  manner, and that such activities do
not interfere with the Executive's duties hereunder,  the Executive is permitted
to attend to customary  personal  financial affairs and engage in charitable and
civic activities or functions.

1.4 Place of Employment

1.4.1  The  Executive's  principal  place of  employment  will be at  Employer's
executive offices in the Vancouver,  BC, Canada,  area, but he shall be required
to travel as needed to perform his duties and obligations under this Agreement.

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2.0 Remuneration

2.1 Salary

2.1.1 During the currency of this Agreement, Employer shall pay to the Executive
an annual salary of CDN$222,000  ("Base Salary") for all hours worked.  The Base
Salary shall be payable semi-monthly in equal instalments or on such other basis
as mutually agreed. During the first year of this Agreement,  the parties hereto
agree that the Employer will issue 2,220,000  common shares in its capital stock
at a deemed  price of $0.10 per  share to the  Executive  in lieu of the  salary
described  in its  subparagraph.  Notwithstanding  this  share  issuance  to the
Executive,   the  Executive  shall  commence   receiving  Base  Salary  payments
immediately upon the Employer  raising a minimum of $1,000,000  through the sale
of its equity,  which  amount  shall not include the  $500,000  that Sky Harvest
Windpower Corp. intends to invest into the Employer's common shares.

2.1.2 Employer shall have the right to deduct and withhold from the  Executive's
compensation  any  amounts  required  to be  deducted  and  remitted  under  any
applicable  local,  domestic  or  other  laws  of  general  application  to  the
employment  relationship.  The  Executive  shall  have the right to  charge  the
company any applicable taxes, including Goods & Services Tax or Harmonized Sales
Tax.

2.2 Annual Salary Increase

2.2.1 The Executive's  Base Salary will increase,  effective on each anniversary
of the Effective  Date of this  Agreement,  by at least 5% of the Base Salary in
effect  at the  time,  which  increase  shall be  determined  by the  Employer's
Compensation Committee, or its Board of Directors if no such committee exists.

2.3 Target Bonus

2.3.1 The  Executive  shall be eligible to receive an annual bonus of up to 500%
of the Base Salary (the "Target  Bonus"),  payable in accordance with procedures
that  the  Employer  establishes  for the  payment  of the  Target  Bonus to its
employees.  However,  under no  circumstance  during the Term of this  agreement
shall the annual bonus be less than 20% of the Base Salary.

2.3.2 The percentage of the Target Bonus that the Executive will receive will be
determined  based on  measuring  and  weighing the  following  three  components
(collectively, the "Target Bonus Components"):

     (a)  Financial  results  of  Employer's  business  operations  operated  by
          Employer's business  executives,  excluding,  capital expenditures and
          debt service, which component shall make up 40% of the Target Bonus;

     (b)  Financial  results  of the entire  operations  of  Employer  excluding
          capital  expenditures  and debt service,  which component will make up
          25% of the Target Bonus; and

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     (c)  Non-financial,  qualitative  performance of the Executive's  duties at
          Employer,  as evaluated in the sole discretion of the Employer's Board
          of Directors,  or committee  thereof,  taking into account  particular
          challenges and achievements during the year, which component will make
          up 30% of the Target  Bonus and the  Executive  can earn up to 500% of
          this amount.

2.3.3 If the financial  results under Target Bonus  Components  (a) or (b) above
are not met, then, as  applicable,  the amount of the Target Bonus payable under
such  components  shall  be  reduced  by 2% for  every  1% that  the  applicable
financial results are not met, provided,  however, that no Target Bonus shall be
payable  under those  components  unless at least 75% of the targeted  financial
results are achieved.

2.3.4 The level of achievement  required to achieve the Target Bonus  Components
will be established at the outset of each fiscal year by the Employer's Board or
committee thereof,  in its sole discretion,  and the terms and conditions of the
Executive's  Target Bonus are subject to  modification  from time to time by the
Board or committee thereof, in consultation with the Executive.

2.4 Stock Option Plan

2.4.1 The Executive  shall be entitled to  participate  in Employer's  incentive
stock option plan (the "Option Plan") when adopted and be entitled to be granted
20% of the total stock options available as part of the Stock Option Plan at any
given time.

2.5 Payment of Target Bonus

2.5.1 For the  purposes  of this  Agreement,  any  entitlements  to or under the
Target Bonus in any given fiscal year are not earned unless and until:

     (a)  the Executive is otherwise  eligible or entitled to receive payment of
          the Target  Bonus in  respect of such  fiscal  year  pursuant  to this
          Agreement, as the case may be;

          and

     (b)  the Executive's  employment has not been terminated for cause prior to
          the end of such fiscal year.

2.5.2 Notwithstanding Section 2.5.1, if the Executive's employment is terminated
without  cause,  for  Good  Reason  (as  defined  herein),  as a  result  of the
Executive's  permanent  incapacity  or his  death  prior to the end of any given
fiscal year, the Executive  shall be entitled to be paid pro-rated  Target Bonus
compensation  in respect of such fiscal year,  such Target Bonus to be pro-rated
on the basis of the  percentage  of the fiscal year  worked  prior to the time a
notice of termination is given or received by the Executive or of his death. For
greater  certainty,  under no  circumstances  shall the Executive be entitled to
receive any  pro-rated  Target Bonus in respect of the fiscal year in which this
Agreement  and the  Executive's  employment  are  terminated  as a result of the
Executive giving a notice of termination  pursuant to Section 3.1 or the Company
giving a notice of  termination  pursuant to Section 3.3 prior to the completion
of such fiscal year.

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2.5.3 To the  extent  any  Target  Bonus is earned in any given  fiscal  year as
described  in Section  2.5.1  herein,  the  Executive  shall be paid such earned
Target Bonus in accordance  with the normal  procedures  established by Employer
for such payment  within a reasonable  time of the  completion of the applicable
fiscal year.  If the  Executive  is no longer  employed by Employer at the usual
time of payment of the Target Bonus to Employer executives, then any such earned
Target  Bonus or  pro-rated  Target  Bonus to which the  Executive  is  entitled
pursuant to Section  2.5.2 herein shall be paid by Employer at the same time any
bonus  compensation  would have been paid had the Executive  still been employed
with Employer.

2.6 Reimbursement of Expenses

2.6.1  Employer  shall  reimburse  the  Executive  for  all  reasonable  travel,
promotional and other business  expenses  actually and properly  incurred by the
Executive in the performance of his duties for Employer.

2.7 Vacation

2.7.1 The  Executive  shall be entitled to four weeks paid  vacation per year of
employment  under this  Agreement,  increasing  in  accordance  with  Employer's
Vacation  Policy,  as it  exists  from  time to time  and as it  applies  to the
Executive.

2.7.2 Vacation shall only be taken at such times and upon such conditions as the
Executive  and the Board or CEO or their nominee  shall  mutually  agree and the
terms and conditions of Employer's  Vacation  Policy,  as it exists from time to
time and as it applies to the Executive.

2.8 Benefits

2.8.1 The  Executive  will be eligible to  participate  in the medical,  dental,
health and short-term and long-term  disability and other employee benefit plans
made  available  to  employees of Employer  having  responsibilities  similar in
nature or level to those of the Executive, provided that such participation will
be  subject  to all terms and  conditions  of such  plans.  Notwithstanding  the
foregoing,  to the extent  permitted  by law,  (i) all waiting  periods that may
otherwise  apply with respect to such benefit  plans shall be waived in the case
of Executive, and (ii) Executive shall be entitled to immediately participate at
the maximum  contribution  and matching  levels with  respect to any  retirement
benefit plans of Employer.

2.8.2  Employer  agrees to work in good faith  with  Executive  to  explore  the
establishment and  implementation of reasonable  deferred  compensations  plans,
pension plans,  savings plans, which Executive would be permitted to participate
in.

2.8.3 The  introduction  and  administration  of all employee  benefit  plans is
within   Employer's  sole   discretion,   and  the  Executive  agrees  that  the
introduction,  deletion or amendment of any of the benefits shall not constitute
a breach of this Agreement.

2.9 Executive Vehicle, and/or Travel Allowance

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2.9.1 The Executive  shall be eligible to  participate  in Employer's  Executive
Vehicle  Policy,  as it exists from time to time.  The Executive  Vehicle policy
shall  be  introduced  no later  than the  anniversary  of the  singing  of this
agreement and shall include  supply of a leased vehicle for the exclusive use of
the Executive.  The monthly lease payment of such vehicle shall not be more than
$1,000.

     Alternatively,  the Employer, at its option, may reimburse the Executive up
to a  maximum  $1,000  per  month of his  reasonably  incurred  travel  expenses
("Travel  Allowance"),  which  will  include,  but  not be  limited  to,  public
transport travel card fees, car lease or finance payments, and the like.

2.10 Indemnity

2.10.1  Employer  shall  indemnify the Executive in respect of acts or omissions
which  occurred  while the Executive  was, in good faith,  performing his duties
hereunder or was an officer of Employer's  general  partner or any affiliates or
subsidiaries  of  Employer  to the same extent  Employer  indemnifies  its other
executives and officers, as applicable.

2.10.2 Employer will provide to the Executive director's and officer's liability
insurance  commensurate with the type of insurance  provided to other executives
and officers of Employer, its affiliates and subsidiaries.

2.11 Other Perquisites

2.11.1  Employer  will pay the  Executive's  reasonable  initiation  and  annual
membership fees for professional associations and organizations as it relates to
the Executive's Duties.

3.0 Termination of Employment

3.1 Termination by Executive

3.1.1 The Executive may terminate his employment and this Agreement by giving 90
days  written  notice of  resignation  to  Employer.  At the time the  Executive
provides  Employer  with  notice  of  resignation,  or at any  time  thereafter,
Employer shall have the right to elect to terminate the  Executive's  employment
and this  Agreement  at any time prior to the end of the  effective  date of the
Executive's resignation,  and upon such election, shall provide to the Executive
a lump sum equal to 90 days of the Base Salary or to such  proportion  of the 90
days that remain  outstanding  at the time of the election and shall continue to
provide only those  benefits that Employer is permitted or able to provide under
the  applicable  rules of the  relevant  plans for the  lesser of 90 days or the
period of time that remains outstanding at the time of Employer's election.

3.2 Termination by Employer Without Cause

3.2.1  Employer may  terminate the  Executive's  employment  and this  Agreement
without cause at any time by providing the  Executive  with a written  notice of
termination  together  with a lump sum payment in lieu of notice of  termination
(the "Severance Payment"), which shall consist of the amounts set out in Section
3.2.2 for the applicable "Notice Period".  The "Notice Period" shall be equal to

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<PAGE>
10 months plus 2 months for each  completed  year of service,  pro-rated for any
partial year of service,  up to a maximum of 12 months prior  written  notice of
termination (the "Notice Period").

3.2.2  Within  10  days  of the  date  on  which  Employer  provides  notice  of
termination  to the  Executive,  Employer  shall pay the Executive the Severance
Payment, calculated as follows:

     (a)  that part of the Base Salary that would have accrued during the Notice
          Period; and

     (b)  an amount in lieu of any entitlement to the Bonus  Compensation,  such
          amount to be calculated as follows:

          (i)  if the  Executive has been employed by Employer for less than one
               full fiscal year at the time that the  Executive  is given notice
               of termination in accordance  with Section 3.2.1, an amount equal
               to 35% of the Executive's  Base Salary at the time plus an amount
               equal to the share earned by an  executive of Employer  under the
               Profit Sharing Plan in the previous fiscal year;

          (ii) if the  Executive  has been  employed by Employer for longer than
               one full  fiscal  year but less than 2 full  fiscal  years at the
               time  that  the  Executive  is given  notice  of  termination  in
               accordance  with  Section  3.2.1,  an  amount  equal to the Bonus
               Compensation  earned  by the  Executive  in  respect  of the full
               fiscal  year  immediately  prior to the fiscal  year in which the
               Executive is given notice of termination; or

          (iii)if the  Executive has been employed by Employer for longer than 2
               full fiscal years at the time that the  Executive is given notice
               of termination in accordance  with Section 3.2.1, an amount equal
               to the average annual Bonus Compensation  earned by the Executive
               in respect of the 2 full fiscal  years  immediately  prior to the
               fiscal  year  in  which  the   Executive   is  given   notice  of
               termination.

3.2.3 In the event of a  termination  without cause as  contemplated  in Section
3.2.1 herein,  Employer  shall  continue to provide  benefits  during the Notice
Period to the maximum  extent that it is permitted  or able to provide  benefits
under the applicable rules of the relevant employee benefit plans.

3.2.4 In the event of a  termination  without cause as  contemplated  in Section
3.2.1 herein,  in addition to the  Severance  Payment,  the  Executive  shall be
entitled to receive, on the first regular payday following the termination date:
(i) any Base Salary due up to the date of  termination;  (ii) any accrued unused
vacation  pay due up to the date of  termination;  and  (iii)  any  unreimbursed
expenses due under this Agreement.  In addition, the Executive shall be paid, as
applicable,  any Bonus Compensation  earned in the previous fiscal year that has
not been paid as at the date of termination or pro-rated  Bonus  Compensation in
accordance with Section 2.5.3 herein.

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<PAGE>
3.2.5 The Executive  agrees that the Executive shall not be entitled,  by reason
of  his  employment  with  Employer  or by  reason  of  any  termination  of his
employment,  howsoever  arising,  to any  remuneration,  compensation  or  other
benefits other than those expressly provided for in this Agreement.

3.3 Termination by Employer for Just Cause

3.3.1  Notwithstanding  any other provision of this  Agreement,  Employer may on
written  notice to the Executive  immediately  terminate  this Agreement and the
Executive's employment with Employer at any time for "cause",  without notice or
payment in lieu of notice or any other form of  compensation,  severance  pay or
damages.

3.3.2 For the  purposes of this  Agreement,  "cause"  has the  meaning  commonly
ascribed to the phrase "cause" or "just cause for  termination" in the courts of
the Province of British Columbia,  and without limiting the foregoing,  includes
any of the following acts or omissions:

          (a)  the wilful failure of the Executive to follow the instructions of
               Employer;

          (b)  the wilful  failure of the  Executive  to perform the  reasonable
               duties assigned to him by Employer;

          (c)  the Executive's misconduct, dishonesty, or any material violation
               of  Employer's  policies  and  procedures  in effect from time to
               time;

          (d)  the material breach or non-observance of any of the provisions of
               this Agreement by the Executive;

          (e)  any breach of Sections 4.0 and 5.0 of this Agreement; or

          (f)  any conduct of the Executive which tends to bring him or Employer
               into  disrepute  and which is not  corrected  within a reasonable
               time  after  Employer  gives  written  notice  to  the  Executive
               specifying the conduct.

3.4 Termination by Executive for Good Reason

3.4.1 The Executive may terminate his  employment  and this  Agreement for "Good
Reason" by providing  Employer  with a written  notice of  termination  for Good
Reason. In that event, the Executive shall be entitled to an amount equal to the
Severance  Payment  calculated in  accordance  with Section 3.2.2 herein for the
applicable  Notice  Period  as  described  in  Section  3.2.1.  In the event the
Executive  terminates  his  employment  for  Good  Reason,  continuation  of any
benefits will be in  accordance  with Section  3.2.3 of this  Agreement,  and he
shall be entitled to receive,  in addition to the Severance  Payment,  such Base
Salary,  vacation pay, Bonus  Compensation  or, as applicable,  pro-rated  Bonus
Compensation  earned to the date of  termination  as described in Section  3.2.4
herein, together with any unreimbursed expenses due under this Agreement.

     For the purposes of this Agreement,  "Good Reason" means one or more of the
following events, occurring without the Executive's written consent:

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<PAGE>
     (a)  a material  diminution or material  adverse change to the  Executive's
          position, the nature and responsibilities or authority within Employer
          that is not contemplated by this Agreement;

     (b)  a material  reduction in the Executive's total annual  compensation as
          provided in this  Agreement (or as such amounts may be increased  from
          time  to  time)  excluding  any  amounts  accrued  by or  paid  to the
          Executive relating to incentive  compensation  amounts as described in
          Section 2.4 herein and any increase that may occur in the value of the
          Executive's benefits under the Employer benefit plans resulting from a
          restructuring  of any and  all  benefit  plans  at the  discretion  of
          Employer in accordance with Section 2.8.3;

     (c)  any other  failure by  Employer  to perform  any  material  obligation
          under,  or breach by  Employer  of any  material  provision  of,  this
          Agreement; and

     (d)  a relocation  of the  Executive's  principal  work location to a place
          outside of Vancouver, British Columbia.

3.5 Termination by Death

3.5.1 This Agreement will automatically terminate upon the Executive's death.

3.5.2 In the event that the  Executive's  employment is terminated by his death,
the  Executive's  estate shall be entitled to receive,  on the first regular pay
date following the Executive's  death: (i) any Base Salary due up to the date of
the death; (ii) any accrued unused vacation pay due as of the Executive's death;
and (iii) any unreimbursed expenses due under this Agreement.  In addition,  the
Executive  shall be paid, as applicable,  any Bonus  Compensation  earned in the
previous  fiscal  year  which has not been paid as at the  Executive's  death or
pro-rated  Bonus  Compensation  in accordance  with Section  2.5.3  herein.  Any
insurance  payments  to the  Executive's  estate  or other  beneficiary  will be
governed by the applicable plan.

3.6 Permanent Incapacity

3.6.1 Subject to Section 3.6.3 herein,  Employer's  obligations to the Executive
and the  Executive's  obligation  to Employer to perform  work  pursuant to this
Agreement  shall  terminate  upon  the  Executive's  permanent  incapacity,  and
Employer may also  terminate  the  Executive's  employment  hereunder by written
notice. For the purposes of this Section 3.6.1, the Executive shall be deemed to
have suffered  permanent  incapacity when the Executive suffers from any illness
or injury that prevents him from  performing his usual  employment  duties for a
period of 4  consecutive  months or for 6 months  within any 12-month  period or
when two  physicians  (one  designated  by the  Executive  and one by  Employer)
certify him as being permanently incapacitated.

3.6.2 The Executive  acknowledges and agrees that given the nature of Employer's
business  and the  critical  importance  of his  position to the  operations  of
Employer,  it would  constitute  an  unreasonable  accommodation  on the part of
Employer to operate without the services of the Executive for a period in excess

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<PAGE>
of 4 consecutive months or 6 months within any 12-month period. Furthermore, the
Executive  acknowledges  that it  will be  impractical  for  Employer  to hire a
replacement  for the Executive,  unless the  replacement is hired on a permanent
basis.

3.6.3 Notwithstanding the termination of certain of their respective obligations
under this Agreement  pursuant to Section 3.6.1,  Employer will continue to make
available to the  Executive  its group  insurance  benefits  and  Employer  will
refrain from terminating the Executive's  employment due to permanent incapacity
if to do so  would  disentitle  the  Executive  from  any  short  or  long  term
disability benefits under Employer's benefit plans.

3.6.4 In the event the  Executive's  employment is terminated as a result of the
Executive's permanent incapacity, the Executive shall be entitled to receive, on
the first regular payday following the termination date: (i) any Base Salary due
up to the date of permanent incapacity;  (ii) any accrued unused vacation due up
to the date of permanent  incapacity;  and (iii) any  unreimbursed  expenses due
under this Agreement.  In addition,  the Executive shall be paid, as applicable,
any Bonus Compensation earned in the previous fiscal year that has not been paid
as at the date of  permanent  incapacity  or  pro-rated  Bonus  Compensation  in
accordance with Section 2.5.3 herein.  Any entitlement to insurance  benefits by
the Executive will be governed by Employer's applicable benefits plans.

4.0 Confidentiality and Ownership of Employer Property

4.1 Confidential and Proprietary Information

4.1.1 The Executive  acknowledges that, by reason of the Executive's  employment
with Employer,  the Executive will have access to  Confidential  and Proprietary
Information,  as hereinafter defined, of Employer, that Employer has spent time,
effort and money to develop and acquire.

4.1.2  The  term  "Confidential  and  Proprietary  Information"  as used in this
Agreement  means all trade secrets,  proprietary  information  and other data or
information  (and any  tangible  evidence,  record  or  representation  thereof)
whether  prepared,  conceived  or  developed by an employee or agent of Employer
(including  the  Executive) or received by Employer from an outside source which
is  maintained  in  confidence  by  Employer  or any of its  customers.  Without
limiting  the  generality  of  the  foregoing,   Confidential   and  Proprietary
Information includes information of Employer pertaining to:

     (a)  business  improvements  and  processes;  marketing and selling  plans;
          business  opportunities,  plans (whether  pursued or not) and budgets;
          unpublished financial statements;  licenses; pricing, pricing strategy
          and cost data;  information  regarding the skills and  compensation of
          employees; the identities of clients and potential clients,  customers
          and potential customers (collectively, "Customers"); the identities of
          contact persons at Customers;  the preferences and needs of Customers;
          information regarding sales calls, timing, sales terms, service plans,
          methods,  practices,   strategies,   forecasts,  know-how,  and  other
          marketing  techniques;  the identities of key accounts,  potential key

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<PAGE>
          accounts;   the  identities  of  suppliers  and  employees,   and  all
          information about those supplier and employee relationships;  research
          and  development  plans  or  projects,  data  and  reports;   computer
          materials such as programs, instructions,  source and object code, and
          printouts;  formulas,  inventions,  developments and discoveries;  and
          product information, including testing information;

     (b)  any  information  relating to the  relationship  of Employer  with any
          personnel, suppliers, principals,  investors, contacts or prospects of
          Employer   and  any   information   relating   to  the   requirements,
          specifications,  proposals,  orders,  contracts or  transactions of or
          with any such persons; and

     (c)  financial  information,  including Employer's costs, financing or debt
          arrangements, income, profits, salaries or wages.

4.1.3  The  Executive   acknowledges   that  the  Confidential  and  Proprietary
Information is a valuable and unique asset of Employer and that the Confidential
and  Proprietary  Information  is and will  remain  the  exclusive  property  of
Employer.

4.1.4 The Executive  agrees to maintain  securely and hold in strict  confidence
all Confidential and Proprietary Information received,  acquired or developed by
the Executive or disclosed to the Executive as a result of or in connection with
the Executive's employment with Employer. The Executive agrees that, both during
his employment  with Employer and after the  termination of his employment  with
Employer, the Executive will not, directly or indirectly,  divulge, communicate,
use,  copy  or  disclose  or  permit  others  to  use,  copy  or  disclose,  any
Confidential  and  Proprietary   Information  to  any  person,  except  as  such
disclosure  or use is  required  to perform  his duties  hereunder  or as may be
consented to by prior written authorization of the Board.

4.1.5 The  obligation of  confidentiality  imposed by this  Agreement  shall not
apply to  information  that appears in issued  patents or printed  publications,
that otherwise  becomes  generally  known in the industry  through no act of the
Executive  in breach of this  Agreement,  or that is required to be disclosed by
court order or applicable law.

4.1.6  The  Executive  understands  that  Employer  has from time to time in its
possession  information  belonging to third parties or which is claimed by third
parties to be  confidential or proprietary and which Employer has agreed to keep
confidential.   The  Executive  agrees  that  all  such  information   shall  be
Confidential and Proprietary Information for the purposes of this Agreement.

4.1.7 For purposes of the copyright laws of the United States of America, to the
extent,  if  any,  that  such  laws  are  applicable  to  any  Confidential  and
Proprietary  Information,  it  shall  be  considered  a work  made  for hire and
Employer shall be considered the author thereof.

4.1.8 The Executive  represents  and warrants that the Executive has not brought
and will not bring with the  Executive to Employer,  and that the  Executive has
not used and will not use, while performing the Executive's duties for Employer,

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<PAGE>
any  materials or documents of a former  company  which the Executive is under a
duty  not to  disclose.  The  Executive  understands  that,  while  employed  by
Employer,  the Executive  shall not breach any  obligation or confidence or duty
the  Executive may have to a former  employer and the Executive  agrees that the
Executive will fulfil all such  obligations  during the  Executive's  employment
with Employer.

4.1.9 The Executive  represents and warrants that the Executive will not, to the
best of the Executive's knowledge and belief, use or cause to be incorporated in
any of the  Executive's  work product any data software,  information,  designs,
techniques  or know-how  which the Executive or Employer does not have the right
to use.

4.2 Ownership and Disclosure of Discoveries, Ideas and Inventions

4.2.1 Any new  technology,  knowledge or information  developed by the Executive
related to the business of Employer  during the term of this Agreement  shall be
the exclusive property of Employer to the extent that such technology, knowledge
or information is owned by the Executive.

4.2.2  The  Executive   acknowledges   that  all  Confidential  and  Proprietary
Information and all other discoveries,  know-how,  inventions,  ideas, concepts,
processes,  products,  protocols,  treatments,  methods, tests and improvements,
computer programs, or parts thereof, conceived,  developed,  reduced to practice
or otherwise  made by the  Executive  either  alone or with  others,  during the
course of the Executive's employment with Employer pursuant to this Agreement or
any previous  agreements  or  arrangements  between the  Executive and Employer,
whether or not  conceived,  developed,  reduced to  practice  or made during the
Executive's  regular working hours or on the premises of Employer  (collectively
"Inventions"),  and any and all services and products  which embody,  emulate or
employ  any  such  Inventions  will be the sole  property  of  Employer  and all
copyrights,  patents, patent rights, trademarks,  service marks and reproduction
rights to, and other proprietary rights in, each such Invention,  whether or not
patentable or copyrightable, will belong exclusively to Employer.

4.2.3 For purposes of the copyright laws of the United States of America, to the
extent,  if any, that such laws are applicable to any such Invention or any such
service or product, it will be considered a work made for hire and Employer will
be considered the author thereof.

4.2.4 The Executive  represents  and warrants that the Executive  does not claim
rights in, or otherwise exclude from this Agreement, any Inventions.

4.2.5 The  Executive  shall  disclose  promptly to Employer,  its  successors or
assigns, any Inventions.

4.2.6 The Executive  hereby  assigns and agrees to assign all his rights,  title
and interest in the Inventions, to Employer or its nominee.

4.2.7 Whenever  requested to do so by Employer,  the Executive shall execute any
and all applications, assignments or other instruments which Employer shall deem
necessary to apply for and obtain  patents or copyrights  of Canada,  the United
States or any foreign country or to otherwise protect Employer's interest in the
Inventions and shall assist Employer in every proper way (entirely at Employer's

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<PAGE>
expense,  including  reimbursement  to the Executive for all expense and loss of
income) to obtain such patents and copyrights and to enforce them.

4.2.8 The Executive hereby waives for the benefit of Employer and its successors
and assigns any and all moral rights in respect of any Inventions.

4.3 Delivery of Records

4.3.1 The Executive agrees that documents, copies, records and other property or
materials  made or received by the  Executive  that  pertain to the business and
affairs of Employer,  including all Confidential and Proprietary Information and
Inventions  which is in the  Executive's  possession  or under  the  Executive's
control are the property of Employer and that the Executive will return same and
any copies of same to Employer  immediately  upon termination of the Executive's
employment or at any time upon the request of Employer.

5.0 Non-Solicitation

5.1 During the term of this  Agreement  and for a period of 12 months  following
the  termination  of the  Executive's  employment or this  Agreement,  howsoever
arising,  the  Executive  shall not  (unless  acting as an  employee  under this
Agreement or with the prior written consent of the Board or its nominee):

     (a)  call on,  solicit,  or endeavour to entice  away,  either  directly or
          indirectly,  any person or entity who is, or was a client, customer or
          potential  customer of Employer who the Executive or his  subordinates
          solicited  or serviced  on behalf of  Employer  during the twelve (12)
          month period immediately  preceding the termination of the Executive's
          employment with Employer; and

     (b)  call on,  solicit,  or endeavour to entice  away,  either  directly or
          indirectly,  any  person  or  entity  who  is,  or  was  an  employee,
          independent  contractor or  consultant  of Employer  during the twelve
          (12)  month  period  immediately  preceding  the  termination  of  the
          Executive's   employment   with  Employer  to  terminate  his  or  her
          relationship with Employer in order to become an employee,  consultant
          or  independent  contractor  for  any  person  or  entity  other  than
          Employer.

6.0 Equitable Relief

6.1 The Executive  acknowledges that the restrictions  contained in Sections 4.0
and 5.0 are, in view of the nature of the business of Employer,  reasonable  and
necessary to protect the legitimate  interests of Employer,  that Employer would
not have entered into this  Agreement  in the absence of such  restrictions  and
that  any  violation  of  any  provision  of  those  Sections  could  result  in
irreparable injury to Employer.

6.2 The Executive  agrees that, in the event he violates any of the restrictions
referred  to in  Sections  4.0 and  5.0,  Employer  shall  be  entitled  to such
injunctive  relief or other  remedies at law or in equity  which the Court deems
fit.

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<PAGE>
7.0 Right to Use the Executive's Name and Likeness

7.1 The Executive hereby grants to Employer,  during the term of the Executive's
employment with Employer,  the right to use the Executive's  name,  likeness and
biography in connection with the  Executive's  services under this Agreement and
in connection  with the  advertising or exploitation of any project with respect
to which the Executive performs his services for Employer.

8.0 General

8.1 No Derogation of Obligations at Law

8.1.1  Nothing in this  Agreement is intended to limit or  otherwise  affect the
duties and obligations of the Executive to Employer existing at common law or in
equity whether during,  or after the termination of, the Executive's  employment
by Employer.

8.2 Waiver

8.2.1 No consent or waiver,  express or implied,  by any party to this Agreement
or any  breach  or  default  by  any  other  party  in  the  performance  of its
obligations under this Agreement or of any of the terms, covenants or conditions
of this Agreement  shall be deemed or construed to be a consent or waiver of any
subsequent or continuing breach or default in such party's performance or in the
terms,  covenants or conditions of this  Agreement.  The failure of any party to
this  Agreement to assert any claim in a timely fashion for any of its rights or
remedies  under this  Agreement  shall not be  construed as a waiver of any such
claim and shall not serve to modify, alter or restrict any such party's right to
assert such claim at any time thereafter.

8.3 Survival of Provisions

8.3.1  Employer  and the  Executive  expressly  acknowledge  and agree  that the
provisions  of this  Agreement,  which by their  express or implied terms extend
beyond the termination of the Executive's  employment  hereunder,  or beyond the
termination  of  this  Agreement,  shall  continue  in  full  force  and  effect
notwithstanding the termination of the Executive's employment or the termination
of this Agreement for any reason.

8.4 Notices

8.4.1 Any notice relating to this Agreement or required or permitted to be given
in accordance with this Agreement shall be in writing and shall, if to Employer,
be  personally  delivered,  telefaxed  or mailed  by  registered  mail,  postage
prepaid,  to its address set out on the first page of this  Agreement and, if to
the Executive,  to the home address of the Executive on Employer's records.  Any
notice shall be deemed to have been  received if delivered  or  telefaxed,  when
delivered or telefaxed,  and if mailed,  on the third day (excluding  Saturdays,
Sundays and  holidays)  after the  mailing  thereof.  If normal mail  service is
interrupted  the sender  shall  deliver  such  notice in order to ensure  prompt
receipt thereof.

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<PAGE>
8.4.2 Each party to this  Agreement  may change its  address  for the purpose of
Section 8.4.1 by giving written notice of such change in the manner provided for
in Section 8.4.1.

8.5 Applicable Law

8.5.1 This Agreement  shall be governed by and construed in accordance  with the
laws of British Columbia including the laws of Canada applicable therein,  which
shall be deemed to be the proper law hereof.  The parties  hereto  hereby attorn
and agree to submit  to the  jurisdiction  of the  courts of  British  Columbia,
Canada.

8.6 Severability

8.6.1 If any  provision of this  Agreement  for any reason is declared  invalid,
such declaration  shall not affect the validity of any remaining  portion of the
Agreement,  which remaining  portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated and
it is hereby declared the intention of the parties that they would have executed
the remaining  portions of this  Agreement  without  including  therein any such
part, parts or portion which may, for any reason, be hereafter declared invalid.

8.7 Entire Agreement

8.7.1 This Agreement constitutes the entire Agreement between the parties hereto
in relation to the subject  matter  hereof and there are no  representations  or
warranties,  express or implied,  statutory  or  otherwise  other than those set
forth in this Agreement. This Agreement supersedes any prior agreements, written
or oral in respect of the  Executive's  employment  with Employer,  and any such
prior agreements are hereby terminated and cancelled.

8.8 Amendment

8.8.1  This  Agreement  cannot be amended  or  supplemented  except by a written
Agreement executed by all parties hereto.

8.9 Counterpart

8.9.1 This  Agreement  may be  executed  in  counterpart  and such  counterparts
together shall  constitute one and the same instrument and  notwithstanding  the
date of execution  shall be deemed to bear the date as set out on the first page
of this Agreement.

8.10 Assignment of Benefits and Burdens

8.10.1 The  obligations  and covenants of Executive under this Agreement may not
be assigned by the Executive.  However, Executive shall have the right to assign
the financial  benefits  under this  Agreement to a  non-arms'-length  person or
entity,  such as a personal holding company or similar  vehicle,  in Executive's
unfettered discretion. Employer shall have the right to assign this Agreement in
connection with the sale,  transfer or other  disposition of the business to any
other entity which may succeed to the ownership of and/or  operating  management
rights over the Employer's business operations, provided such assignee agrees in
writing to assume all of Employer's obligations under this Agreement.

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<PAGE>
8.11 Enurement

8.11.1 This  Agreement  shall  enure to the  benefit of and be binding  upon the
parties  and their  respective  heirs,  executors,  administrators,  successors,
personal representatives and permitted assigns.

IN WITNESS  WHEREOF the parties have duly executed this Agreement as of the date
set out on the first page of this Agreement

SKY HARVEST WINDPOWER CORP.

By:
   --------------------------------
   Authorized Signatory

SIGNED, SEALED AND DELIVERED in            )
the presence of:                           )
                                           )
-----------------------------------        )
Witness                                    )
                                           )      -----------------------------
-----------------------------------        )      BERTAN ATALAY
Name                                       )
                                           )
                                           )
                                           )
-----------------------------------        )
Address                                    )



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