2009 STOCK OPTION PLAN 2,900,000 OPTIONS

(a)

“ Agreement ” shall mean the written agreement between the Company and the Participant relating to Options or Restricted Shares granted under the Plan.

(b)

“ Board ” shall mean the Board of Directors of the Company.

(c)

“ Change of Control ” means a change in ownership or control of the Company, effected through any of the following transactions:

(i)

the direct or indirect acquisition by any person or related group of persons (other than by the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's shareholders, or other transaction, in each case which the Board does not recommend such shareholders to accept; or

(ii)

a change in the composition of the Board over a period of 24 consecutive months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either:

A.

have been Board members continuously since the beginning of such period; or

B.

have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board; or

C.

a Corporate Transaction as defined below.

(d)

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

(e)

“ Committee ” shall mean the Committee appointed by the Board in accordance with Section 5 of the Plan, if one is appointed.

(f)

“ Company ” shall mean Sky Harvest Windpower Corp., a Nevada corporation, and shall include any parent or subsidiary corporation of the Company.

(g)

“ Consultant ” and “ Advisor ” means an individual who:

(i)

is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company other than services provided in relation to a “distribution” (as that term is defined in the Securities Act );

(ii)

provides the services under a written contract between the Company and the individual or a Consultant Entity (as defined in clause 1(g)(v), below);

(iii)

in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or any Subsidiary; and

(iv)

has a relationship with the Company or any Subsidiary that enables the individual to be knowledgeable about the business and affairs of the Company or is otherwise permitted by applicable Regulatory Rules to be granted Options as a Consultant or as an equivalent thereof,

and includes:

(v)

a corporation of which the individual is an employee or shareholder or a partnership of which the individual is an employee or partner (a “ Consultant Entity” ); or

(vi)

an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.

(h)

“ Corporate Transaction ” means any of the following shareholder-approved transactions to which the Company is a party:

(i)

a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

(ii)

the sale, transfer or other disposition of all or substantially all of the assets of the Company in complete liquidation or dissolution of the Company; or

(iii)

any reverse merger in which the Company is the surviving entity but in which securities possessing more than 50% of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger.

(i)

“ Date of Grant ” means the date specified by the Board or the Committee or a Designated Officer on which a grant of Options shall become effective.

(j)

“ Designated Officer ” shall mean an Officer designated under Section 5.2(b) herein.

(k)

“ Director ” shall mean a member of the Board.

(l)

“ Effective Date ” shall have the meaning ascribed thereto in Section 7.

(m)

“ Employee ” means:

(i)

an individual who works full-time or part-time for the Company and such other individual as may, from time to time, be permitted by applicable Regulatory Rules to be granted Options as an employee or as an equivalent thereto; or

(ii)

an individual who works for the Company either full-time or on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source,

and includes:

(iii)

a corporation wholly-owned by such individual; and

(iv)

any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

(n)

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(o)

“ Fair Market Value ” per share shall mean:

(i)

if the Shares is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system, on the date of determination or, if the date of determination is not a trading day, the immediately preceding trading day, as reported in The Wall Street Journal or such other source as the Designated Officer deems reliable;

(ii)

if the Shares is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination or, if there are no quoted prices on the date of determination, on the last day on which there are quoted prices prior to the date of determination, as reported in The Wall Street Journal or such other source as the Designated Officer deems reliable; or

(iii)

in the absence of an established market for the Shares, the Fair Market Value shall be determined in good faith by the Designated Officer.

(p)

“ Officer ” shall mean any officer of the Company.

(q)

“ Non-qualified Stock Option ” means an Option that is not intended to qualify as a Tax-Qualified Option (as defined in the Code).

(r)

“ Option ” means the right to purchase Shares from the Company upon the exercise of a Non-qualified Stock Option granted pursuant to Section 8 of this Plan.

(s)

“ Option Price ” means the purchase price payable upon the exercise of an Option.

(t)

“ Optioned Stock ” shall mean the Shares subject to an Option.

(u)

“ Option Term ” shall have the meaning ascribed to it in Section 8.3.

(v)

“ Optionee ” means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

(w)

“ Parent ” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(x)

“ Participant ” means a person who is selected by the Board or the Committee or a Designated Officer to receive benefits under this Plan and:

(i)

is at that time an Employee, Officer, Director, or a Consultant or Advisor, to the Company, or

(ii)

has agreed to commence serving in any such capacity.

(y)

“ Person or Entity ” means an individual, natural person, corporation, government or political subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed to be a Person or Entity.

(z)

“ Personal Representative ” means:

(i)

in the case of a deceased Optionee, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and

(ii)

in the case of an Optionee who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Optionee.

(aa)

“ Plan ” shall mean this 2009 Stock Option Plan, as amended from time to time in accordance with the terms hereof.

(bb)

“ Regulatory Authorities ” means all organized trading facilities on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder.

(cc)

“ Regulatory Rules ” means all corporate and securities laws, regulations, rules, policies, notices, instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of the applicable Regulatory Authorities.

(dd)

“ Restricted Shares ” means Common Shares granted or sold pursuant to Section 8 of this Plan as to which neither the substantial risk of forfeiture nor the restrictions on transfer referred to in Section 8 hereof has expired.

(ee)

“ Rule 16b-3 ” means Rule 16b-3, as promulgated and amended from time to time by the Securities and Exchange Commission under the Exchange Act, or any successor rule to the same effect.

(ff)

“ Securities Act ” means the Securities Act (British Columbia), RSBC 1996, c.418 as from time to time amended.

(gg)

“ Shares ” or “ Common Shares ” shall mean:

(i)

shares of the common stock of the Company, no par value, described in the Company's Articles of Incorporation, as amended; and

(ii)

any security into which shares of the common stock of the Company may be converted by reason of any transaction or event of the type referred to in Section 9 of this Plan, in each case as the same may be adjusted pursuant to Section 9 of this Plan.

(hh)

“ Subsidiary ” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(ii)

“ Tax Date ” shall mean the date an Optionee is required to pay the Company an amount with respect to tax withholding obligations in connection with the exercise of an Option.

(jj)

“ Termination Date ” shall have the meaning ascribed thereto in Section 12.

(a)

to attract and retain the best available personnel for positions of responsibility within the Company;

(b)

to provide additional incentives to Employees, Officers, Directors and Consultants of the Company;

(c)

to provide Employees, Directors, Officers and Consultants of the Company with an opportunity to acquire a proprietary interest in the Company to encourage their continued provision of services to the Company;

(d)

to provide such persons with incentives and rewards for superior performance more directly linked to the profitability of the Company's business and increases in shareholder value; and

(e)

to align the interests of such persons with the interests of the Company’s shareholders generally.

(a)

Upon expiration or cancellation of any award granted under this Plan, any Shares that were covered by such award shall again be available for issuance or transfer hereunder.

(b)

Shares covered by any award granted under this Plan shall be deemed to have been issued, and shall cease to be available for future issuance in respect of any other award granted hereunder, at the earlier of the time when they are actually issued or the time when dividends or dividend equivalents are paid thereon.

5.

ADMINISTRATION OF THE PLAN

5.1

Procedure

(a)

The Board shall administer the Plan; provided, however, that the Board may appoint a Committee consisting solely of two or more “Non-Employee Directors” to administer the Plan on behalf of the Board, in accordance with Rule 16b-3.

(b)

Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause), appoint new members in substitution therefor, and fill vacancies however caused; provided, however, that at no time may any person serve on the Committee if that person's membership would cause the committee not to satisfy the requirements of Rule 16b-3.

(c)

A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee.

(d)

Any reference herein to the Board shall, where appropriate, encompass a Committee appointed to administer the Plan in accordance with this Section 5.

5.2

Power of the Board or the Committee or a Designated Officer

(a)

Subject to the provisions of the Plan and subject to any applicable stock exchange, where required, the Board, the Committee or a Designated Officer shall have the authority, in its discretion:

(i)

to grant Options or shares to Participants;

(ii)

to determine, upon review of relevant information and in accordance with Section 1(o) of the Plan, the Fair Market Value of the Shares;

(iii)

to determine the Option price per share of Options to be granted, which Option Price shall be determined in accordance with Section 8.4 of the Plan;

(iv)

to determine the number of Shares to be represented by each Option;

(v)

to determine the Participants to whom, and the time or times at which, Options or shares shall be granted;

(vi)

to interpret the Plan;

(vii)

to prescribe, amend and rescind rules and regulations relating to the Plan;

(viii)

to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the Optionee thereof, modify or amend such Option;

(ix)

to accelerate or defer (with the consent of the Optionee) the exercise date of any Option;

(x)

to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board;

(xi)

to accept or reject the election made by an Optionee pursuant to Section 8.7 of the Plan;

(xii)

to impose such additional conditions, as it deems advisable, as to the vesting and exercise of any Options granted pursuant to the Plan, including, but not limited to performance criteria; and

(xiii)

to make all other determinations deemed necessary or advisable for the administration of the Plan.

(b)

The Board or a Committee may delegate to an Officer of the Company t