EXHIBIT 10.1

JOINT

VENTURE AGREEMENT                                             Page 1  of 8 Pages






THIS AGREEMENT made the                        day of May 2009



BETWEEN:

                  SEA 2 SKY CORPORATION, a corporation registered under the laws
                  of Nevada,  with an office at 2287 Slater Road,  Ferndale,  WA
                  USA 98248.

                  (Hereinafter called the "SSKY")

                                                               OF THE FIRST PART
AND:

                  GATEWAY  ASSOCIATES LLC. a corporation duly incorporated under
                  the laws of the Lummi Indian Nation, WA USA 98248,

                  (hereinafter called the "Gateway")


WHEREAS:

     A.   SSKY is a public  corporation  specializing  in  renewable  energy and
          alternative  energy  supply  and  sources  to the  United  States  and
          international countries.

     B.   As part of its  operations  SSKY is  developing  long term  sources of
          supply  of  woody  biomass   alternative  fuels  in  pelletized  forms
          (hereinafter referred to as "Pellet Products").

     C.   Pellet Products are used in various market places throughout the world
          for  industrial,  commercial  and  residential  applications  of heat,
          electricity and other uses.

     D.   In addition,  Pellet Products are used by various customers within the
          market place; with some of those customers being individual home users
          (hereinafter  the  "Retail  Market"),   governmental  bodies,  whether
          federal,   military,   state  or  local   bodies  or   agencies   (the
          "Institutional   Market")  and  large   industrial   contractors  (the
          "Industrial Market").

     E.   In evaluating the US  marketplace,  SSKY is in the process of locating
          market access points into the Retail Market, the Institutional  Market
          and Industrial Market.

     F.   After research SSKY has determined that the Retail,  Institutional and
          Industrial  Markets  are  competitive  in nature  with the  market for
          SSKY's Pellet  Products is increasing in size and potential due to the
          increased US Government mandates in each of the Retail,  Institutional
          and  Industrial  Markets  via the  stimulus  funding  set forth by the
          government.

     G.   SSKY is in process of evaluating  the Retail Market and various retail
          market entry points.

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VENTURE AGREEMENT

     H.   Gateway  is a  corporation  incorporated  under  the laws of the Lummi
          Nation and is controlled by Henry James.

     I.   Gateway is a  consulting  corporation  that has the ability to source,
          promote  and  to  propose   contracts  within  the  Institutional  and
          Industrial Markets (the "Referral Network").

     J.   Gateway  and  Gateway's  Referral  Network  contains  parties who have
          distinctive  market access rights to the  Institutional and Industrial
          Markets  through  the usage of,  access to and  location  on a Foreign
          Trade Zone (FTZ), a zone created under the Foreign-Trade  Zones Act of
          1934,  (see US Code  Title  19-Customs  Duties)  which  can  allow and
          facilitate the movement of any international SSKY Pellet Products into
          the United States potentially without or with reduced import duties as
          applicable as well as significant tax and possible grant incentives in
          doing business within a Historically underutilized Business (HUB) Zone
          and the Domestic Sovereign Lummi Nation.

     K.   Further,  Gateway and Gateway's  Referral Network contains parties who
          have  distinctive  market  access  rights  to  the  Institutional  and
          Industrial Markets through those parties various special  designations
          under US law as noted hereunder.


     L.   Gateway's   current   research  shows  that  within  the   competitive
          Institutional and Industrial Marketplace the US government has created
          various incentive programs for certain  demographic and minority based
          businesses in the Institutional  Marketplace to an aggregate of 23% of
          the Federal Procurement Budget to compete; namely:

            a.    Under  US  Public  Law  Public  Law   108-183   and   Veterans
                  Administration Law 109-461. A requirement has been established
                  to  provide  a  strategic  plan to have 3%  mandated  purchase
                  requirements for Service-Disabled Veteran Owned Small Business
                  (SDVOSB) from the Budget.
            b.    Under Small  Business  Reauthorization  Act of 1997 a business
                  locating  on a HUB Zone is eligible  for  Federal  contracting
                  preferences  with  the  government  having  a  further  3% for
                  contract set-asides to HUB Zone-certified companies.
            c.    Under SBA  regulations  ata small  business  is  eligible  for
                  Federal contracting  preferences with the government having up
                  to a further 13% for  contract  set-asides  to small  business
                  companies.
            d.    Under SBA  Reauthorization  Act of 1999, SBA  Regulations  and
                  other law, a business owned and operated by a Native  American
                  is  eligible  for  Federal  contracting  preferences  with the
                  government having a further 5% for contract set-asides.

          (with  these four  category  rights  collectively  referred  to as the
          Special Category Business Rights" and  the minority  business referred
          to as "Special Category Businesses").
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VENTURE AGREEMENT

          Based on research,  the cumulative mandate of the US government is the
          within the  Institutional  Market, businesses  that have these Special
          Category Businesses Rights have the right under a contract set-aside
          to sell  into the  government on a priority  basis  of  23 % of the US
          federal Budget of $425,000,000,000  for a total contract preference of
          $97,750,000,000.

     M.   In evaluating the Industrial  Market,  Gateway has determined that the
          US Government often requires that the industrial  companies within the
          Industrial  Market,  provide a similar  mandate of their own buying to
          Special Category  Business  companies in order at times to be eligible
          to continued contracting with the US government

     N.   Based on current evaluation,  currently only approximately one-quarter
          of this target amount is serviced,  leaving  approximately  17% of the
          federal  procurement  budget as an unmet market  need.  The current US
          federal procurement budget is estimated to be $425,000,000,000 dollars
          thereby  leaving the unmet market need  available to Special  Category
          Businesses is as high as $72,250,000,000  Dollars (the  "Institutional
          Market Unmet Demand").

     O.   Although not quantifiable, Gateway is aware that the Industrial Market
          has similar type  programs  and will be of like size (the  "Industrial
          Market Unmet Demand").

     P.   The  parties  hereto  agree  to  commence  a  Joint  Venture   between
          themselves  in  accordance  with  the  terms of this  agreement  where
          Gateway  will  engage  its  Referral  Network to allow SSKY to submit,
          promote  and  provide  its  Pellet   Products  and  expertise  to  the
          Institution  and Industrial  Markets to tap into and start to meet the
          Institutional Market and Industrial Market Unmet Demand


NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT, in consideration of the premises,
the mutual covenants herein contained, and other good and valuable consideration
now paid by each party to the other,  the receipt and  sufficiency  whereof each
party  hereby  acknowledges,  the parties  hereto  hereby  covenant and agree as
follows:


1.       FORMATION AND ENGAGEMENT

1.01     In  accordance  with the  terms of this  agreement,  Gateway  agrees to
         pursue  and  provide  to SSKY  its  Referral  Network  and use its best
         efforts  and due  diligence  to  assist  SSKY to pursue  that  Referral
         Network to enable the SSKY to become a member of a teaming agreement or
         such similar role in the Special Category Business  contracts as issued
         from time to time for the Pellet Products.

1.02     In performance of its obligations  hereunder, Gateway shall  promote to
         the Referral Network that SSKY:

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VENTURE AGREEMENT

     1.02.1.1 has a long term supply of Pellet Products

     1.02.1.2 the Pellet Products can be provided in a teaming  Agreement with a
              Special  Category  Business  to  pursue   the  Institutional   and
              Industrial Market Unmet Demand

     1.02.1.3 is prepared to promote its Pellet  Products  through the  Referral
              Network  in a fashion to meet  as much  of the  Institutional  and
              Industrial Market Unmet Demand.

1.03     In performance  of its  obligations hereunder,  SSKY shall abide by the
         terms of this Agreement.


2.       TERM

2.01     This Agreement shall be effective as of the date of this agreement and,
         shall  subject to the annual  payment as stated in Schedule A, continue
         for a minimum  seven year term from the date  hereof.  Thereafter,  the
         agreement  will  automatically  extend on a year by year basis provided
         SSKY remits the payment as set forth in Schedule A.


3.       PELLET PRODUCT PERFORMANCE AND INDEMNITY

3.01     SSKY  acknowledges that in the sale of Pellet Products to Institutional
         and Industrial markets, certain criteria and performance conditions and
         bonding maybe required and that it is the sole  responsibility  of SSKY
         to comply with those conditions.

3.02     SSKY  hereto  covenants  and agrees to  indemnify  and save the Gateway
         harmless  from and against  any loss,  demand,  suit,  claim or damages
         resulting  from the legal  obligations  of SSKY to third  parties,  and
         shall  further save the Gateway  harmless  from and against,  and shall
         defend  against,  any and all claims and damages of every kind  arising
         out of any  defects or  failures  in any of the  Pellets,  and  damage,
         injury or death caused by any of the Pellets.


4.       TERMINATION

4.01     This Agreement may be terminated for any of the following reasons:

          4.01.1 Upon the  occurrence of any material  breach by either party of
                 the terms and conditions of this  Agreement and failure to cure
                 such  material  breach within 30 days  after receipt of written
                 notice from  the other party,  the non-breaching  party may, at
                 its option, terminate this Agreement upon written notice.
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VENTURE AGREEMENT


          4.01.2 Upon the  occurrence  of  bankruptcy  or  reorganization  under
                 bankruptcy  laws, cessation of operations or assignment for the
                 benefit  of  creditors of  either  party,  the other  party may
                 terminate this Agreement upon written notice.

          4.01.3  Failure  to  remit  the  payments  required  to be paid  under
                  Schedule A to this Agreement.

          4.01.4 This Agreement may be terminated by mutual written agreement of
                 both parties to terminate.

          4.01.5 The  approval  by the  shareholders  of the SSKY of a  complete
                 liquidation or dissolution of the SSKY.

4.02       Notwithstanding  the  foregoing,  upon the  occurrence  of a material
           breach by either Party (the  "Breaching  Party"),  which is not cured
           within the appropriate  cure period,  or other event giving rise to a
           right for either Party to terminate this Agreement,  without limiting
           any other  rights or  remedies  available,  the Party which is not in
           material breach (the "Non-Breaching  Party"),  which has the right to
           terminate  this  Agreement  may,  at its  option,  terminate  its own
           obligations  of  exclusivity  under  this  agreement,  such  that the
           agreement  remains  binding  against  the  Breaching  Party  for  the
           remainder  of the term but shall  thereafter  no  longer  be  binding
           against the Non-Breaching Party.


5.       NOTICES

5.01     The  parties  hereto  agree that  notices  shall only be in writing and
         shall be personally delivered,  or sent by telex or telecopier,  to the
         addresses, telex numbers or telecopier numbers first above noted, or to
         such other  addresses,  telex numbers or telecopier  numbers as a party
         notifies the other in writing in the manner required herein.

         All  notices  shall be deemed  delivered,  upon  actual  receipt at the
         address,  telex number or telecopier number set forth for the receiving
         party.


6.       JURISDICTION AND PROPER LAW

6.01     The  parties  hereto  hereby  agree  that  this   Agreement,   and  the
         interpretation  thereof,  shall be governed by the laws of the State of
         Nevada.  The parties  further  agree that the  successful  party in any
         civil  proceeding  with respect to this Agreement  shall be entitled to
         full  reimbursement  of all its costs and expenses with respect to such
         proceeding, including costs on a solicitor and own client basis.

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VENTURE AGREEMENT


7.       GENERAL

7.01     This Agreement  shall enure to the benefit of, and be binding upon, the
         parties hereto and their respective successors and permitted assigns.

7.02     Time is of the essence of each provision of this Agreement.

7.03     This Agreement  contains all of the terms and conditions agreed upon by
         the parties  hereto with  reference to the subject  matter  hereof.  No
         other  agreements,  oral or  otherwise,  shall be deemed to exist or to
         bind  either  of the  parties  hereto,  and all  prior  agreements  and
         understandings  are superseded  hereby.  No amendment of this Agreement
         shall be  effective  unless in writing  and  executed  by both  parties
         hereto.

7.04     Titles and headings used in this Agreement are for convenience only and
         shall not be deemed to affect the meaning or construction of any of the
         terms, provisions, covenants or conditions of this Agreement.

7.05     If any provision of this  Agreement or the  application  thereof to any
         person or circumstances is determined,  to any extent, to be invalid or
         unenforceable,  the remainder of this Agreement,  or the application of
         such provision to persons or circumstances other than those as to which
         the  same  is held  invalid  or  unenforceable,  will  not be  affected
         thereby,  and each term and provision of this  Agreement  will be valid
         and enforceable to the fullest extent  permitted by law. This Agreement
         is intended to be  interpreted,  construed  and enforced in  accordance
         with the laws of the State of Nevada.

7.06     Trademarks,  Trade Names and  Copyright.  Except as expressly  provided
         herein,  this Agreement does not give either party any ownership rights
         or interest in the other party's trade name, trademarks or copyrights.

7.07     Waiver.  No failure or delay by either party in  exercising  any of its
         rights or remedies hereunder will operate as a waiver thereof, nor will
         any single or partial exercise of any such right or remedy preclude any
         other or further exercise thereof or the exercise of any other right or
         remedy.  The  rights  and  remedies  of the  party's  provided  in this
         Agreement  are  cumulative  and not exclusive of any rights or remedies
         provided under this Agreement, by law, in equity or otherwise.

7.08     Independent  Contractors.  This  Agreement  shall not be  construed  to
         establish  any form of  partnership  or agency of any kind  between the
         parties; or to constitute either party as an agent,  employee, or legal
         representative of the other; and nothing in this Agreement shall create
         any relationship  between the parties other than that of an independent
         contractor.  Neither  party  shall  have  any  responsibility  nor  did
         liability  for the actions of the other party,  except as  specifically
         provided  herein.  Neither  party shall have any right or  authority to
         bind or obligate the other in any manner or make any  representation or
         warranty on behalf of the other.  No  profits,  losses or costs will be
         shared under any  provision of this  Agreement or as a result of either
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VENTURE AGREEMENT


         party's efforts in connection  with any joint  opportunity and securing
         an  award  of  any  customer   contract.   There  are  no   third-party
         beneficiaries of this Agreement.

7.09     Further Assurances. Without limiting the generality of any provision of
         this Agreement, each party agrees that upon request of the other party,
         it shall,  from time to time,  do any and all other  acts and things as
         may reasonably be required to carry out its obligations  hereunder,  to
         consummate the transactions  contemplated hereby, and to effectuate the
         purposes hereof.

7.10     Expenses.  Each party will pay its own expenses and costs incidental to
         the  negotiation of the  transactions  contemplated  by this Agreement,
         including legal and accounting fees.

7.11     Attorneys'  Fees.  If any party  institutes  an action,  proceeding  or
         arbitration  against any other party relating to the provisions of this
         Agreement or any default hereunder, SSKY will be responsible for paying
         Gateway's  legal fees and  expenses  and the SSKY will be  required  to
         reimburse  Gateway or  reasonable  expenses and legal fees  incurred by
         Gateway in connection with the resolution of such action or proceeding,
         including any costs of appeal.


7.12     Headings and  Interpretation.  The headings used in this  Agreement are
         for  convenience  of reference only and shall not affect the meaning or
         construction of this Agreement.


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.



Sea 2 Sky Corporation



--------------------------
David Siebenga, CEO




Gateway Associates LLC



--------------------------
Henry James, Chairman


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VENTURE AGREEMENT


                                   Schedule A


   Anniversary                                            License Fee

   Year 1                                                 $  10,000.00

   Year 2                                                 $  25,000.00

   Year 3                                                 $  50,000.00

   Year 4                                                 $100,000.00

   Year 5                                                 $100,000.00

   Year 6                                                 $100,000.00

   Year 7                                                 $250,000.00

   And on each subsequent                        The greater of $250,000 and
   Anniversary date of this                   1/2 of One percent of gross
   Agreement                                              sales of SSKY