Filed by sedaredgar.com - Keewatin Windpower Corp. - Exhibit 10.6






LOAN AGREEMENT 

This Loan Agreement is made as of September 23, 2008 (the “Loan
Agreement”) 

Between: 

KEEWATIN WINDPOWER CORP., a company
  incorporated under the laws of the State of Nevada

(the “Lender”) 

And: 

SKY HARVEST WINDPOWER INC., a
company incorporated under the laws of Canada 

(the “Borrower”) 

WHEREAS: 

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

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



Terms of Agreement: 

Now therefore witnesseth that in consideration of the premises
and of the mutual covenants and agreements set forth herein, the parties hereto
covenant and agree as follows: 

	1. 	
      Definitions and Interpretation

	 	 	 
	1.1 	
      Definitions. In this Agreement the following words
      and phrases shall have the following meanings:

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

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

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

	 	 	 
	1.2 	
      Captions and Section Numbers. The headings and
      section references in this Agreement are for convenience of reference only
      and do not form a part of this Agreement and are not intended to
      interpret, define or limit the scope, extent or intent of this Agreement
      or any provision thereof.

	 	 	 
	1.3 	
      Extended Meanings. The words “hereof”, “herein”,
      “hereunder” and similar expressions used in any clause, paragraph or
      section of this Agreement shall relate to the whole of this Agreement and
      not to that clause, paragraph or section only, unless otherwise expressly
      provided.







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	1.4 	
      Number and Gender. Whenever the singular or
      masculine or neuter is used in this Agreement, the same shall be construed
      to mean the plural or feminine or body corporate where the context of this
      Agreement or the parties hereto so require.

	 	 	 
	1.5 	
      Section References and Schedules. Any reference to
      a particular “article”, “section”, “subsection” or other subdivision is to
      the particular article, section or other subdivision of this Agreement and
      any reference to a schedule by letter shall mean the appropriate schedule
      attached to this Agreement and by such reference the appropriate schedule
      is incorporated into and made part of this Agreement.

	 	 	 
	1.6 	
      Governing Law. This Agreement and all matters
      arising hereunder shall be governed by, construed and enforced in
      accordance with the laws of British Columbia and all disputes arising
      under this Agreement shall be referred to the Courts of the British
      Columbia.

	 	 	 
	1.7 	
      Severability of Clauses. In the event that any
      provision of this Agreement or any part thereof is invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

	 	 	 
	1.8 	
      Currency. All sums of money to be paid or
      calculated pursuant to this Agreement shall be paid or calculated in
      currency of the United States unless otherwise expressly stated.

	 	 	 
	2. 	
      Loan

	 	 	 
	2.1 	
      Amount of Loan. In reliance upon the
      representations and warranties contained herein and subject to the terms
      and conditions of this Agreement, the Lender will lend to the Borrower the
      principal sum of $100,000 (the “Principal”).

	 	 	 
	2.2 	
      Interest. The Principal is non-interest
      bearing.

	 	 	 
	2.3 	
      Repayment of the Loan. The Loan shall be repayable
      in full on September 22, 2009.

	 	 	 
	2.4 	
      Accelerated Payment on an Event of Default.
      Notwithstanding anything else to the contrary herein contained, upon an
      Event of Default, at the option of the Lender, and upon notice in writing
      from the Lender to the Borrower, the Loan shall become due and payable in
      full.

	 	 	 
	2.5 	
      Extension. The Loan may be extended for up to an
      additional year at the request of the Borrower.

	 	 	 
	3. 	
      Representations and Warranties

	 	 	 
	3.1 	
      Representations and Warranties of the Borrower.
      The Borrower represents and warrants to the Lender as follows, with
      the intent that the Lender will rely thereon in entering into this
      Agreement and in concluding the transactions contemplated
hereby:

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

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







- 3 - 

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

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

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




	3.2 	
      Representations and Warranties of the Lender. The
      Lender represents and warrants to the Borrower as follows, with the intent
      that the Borrower will rely thereon in entering into this Agreement and in
      concluding the transactions contemplated hereby:

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

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

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

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

	 	 	 
	4. 	
      Covenants

	 	 	 
	4.1 	
      Covenants of the Borrower. So long as any portion
      of the Loan is outstanding, the Borrower hereby covenants and agrees with
      the Lender as follows:

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







- 4 - 

	 	(b) 	
      to deliver to the Lender following the end of each fiscal
      period of the Borrower through the currency of this Agreement a true and
      complete copy of the financial statements of the Borrower required by law
      to be prepared and delivered to the Borrower’s shareholders (and at such
      time as it is required to be delivered to its shareholders) together with
      any interim financial statements of the Borrower that the Lender may
      reasonably require;

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

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

	 	 	 	 
	 	(e) 	
      the Borrower shall not commit any Event of Default;
      and

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

	 	 	 	 
	 		(i) 	
      declare or pay dividends until the Loan is
  repaid;

	 	 	 	 
	 		(ii) 	
      repurchase or retire any capital stock of the
      Borrower;

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




	5. 	
      Default

	 	 	 
	5.1 	
      Events of Default. For the purposes of this
      Agreement, the following events shall constitute events of
  default:

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

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

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







- 5 - 

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

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

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

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




	6. 	
      General Provisions

	 	 
	6.1 	
      Notices. All Notices, requests, demands and other
      communications hereunder shall be in writing and shall be deemed to have
      been duly given if delivered by hand or mailed postage prepaid addressed
      as follows:

	 	 
		
      To the Lender:

		
      Keewatin Windpower Corp. 
Attn: President

		617 – 666 Burrard Street, Vancouver, BC, Canada
      V6C 3P6
	 	 
		
      To the Borrower:

		
      Sky Harvest Windpower Corp. 
Attn: President

		617 – 666 Burrard Street, Vancouver, BC, Canada
      V6C 3P6 ]
	 	 
		
      or to such other address as may be given in writing by
      the parties and shall be deemed to have been received, if delivered by
      hand, on the date of delivery and if mailed as aforesaid to the addresses
      set out above then on the fifth business day following the posting thereof
      provided that if there shall be between the time of mailing and the actual
      receipt of the notice a mail strike, slowdown or other labour dispute
      which might affect the deliver of the notice by the mails, then the notice
      shall only be effective if actually delivered.

	 	 
	6.2 	
      Time of Essence. Time is hereby expressly made of
      the essence of this Agreement with respect to the performance by the
      parties of their respective obligations under this Agreement.

	 	 
	6.3 	
      Binding Effect. This Agreement shall enure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns.

	 	 
	6.4 	
      Entire Agreement. This Agreement constitutes the
      entire agreement between the parties with respect to the subject matter
      hereof and shall supersede all previous expectations, understandings,
      communications, representations and agreements whether verbal or written
      between the parties with respect to the subject matter hereof.

	 	 
	6.5 	
      Further Assurances. Each of the parties hereto
      hereby covenants and agrees to execute such further and other documents
      and instruments and do such further and other things as may be necessary
      or desirable to implement and carry out the intent of this
    Agreement.







- 6 - 

	6.6 	
      Assignment. None of the parties may assign or
      transfer their respective rights under this Agreement, nor may the
      Borrower transfer any portion of the Loan.

	 	 
	6.7 	
      Amendments. No amendment to this Agreement shall
      be valid unless it is evidenced by a written agreement executed by all of
      the parties hereto.



In witness whereof the parties hereto have executed this
Agreement as of the day and year first above written. 

 

	 	 
	KEEWATIN WINDPOWER CORP.	 
	 	 
	By: /s/ Chris Craddock	 
	Authorized
Signatory 	 
	 	 
	SKY HARVEST WINDPOWER CORP. 	 
	 	 
	By: /s/ William Iny	 
	Authorized
Signatory 	 


 








- 7 - 

SCHEDULE “A” 

FORM OF PROMISSORY NOTE




PROMISSORY NOTE 

	US$100,000 	____________, 2008 


                           FOR
VALUE RECEIVED, SKY HARVEST WINDPOWER CORP., a company incorporated under
the laws of Canada (the “Borrower”) HEREBY ACKNOWLEDGES ITSELF
INDEBTED AND PROMISES TO PAY to 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 ________,
2008, 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. 




- 2 - 

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 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 WHEREOF the Borrower has duly executed this
Promissory Note as of the date first written above. 

SKY HARVEST WINDPOWER CORP. 

 

 

Per:    
___________________________________________
           
Authorized Signatory