LOAN AGREEMENT

LOAN AGREEMENT

THIS AGREEMENT dated as of the 17th day of October, 2007.

BETWEEN:

SKYFLYER INC. , of
#205 - 1480 Gulf Road
Point Roberts, WA 98281

(hereinafter called the "Borrower")

OF THE FIRST PART

AND:

BLACK POINTE HOLDINGS INC. of
Richmond House, P.O.Box 127,
Leeward Highway, Providenciales,
Turks and Caicos Islands, BWI

(hereinafter called the "Lender")

OF THE SECOND PART

WHEREAS :

A.             The Borrower has requested that the Lender lend $280,000 (U.S.) to the Borrower;

B.             The Lender has agreed to lend such sum to the Borrower subject to the terms and upon the conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of $1.00 paid by each party to the other (the receipt of which is hereby acknowledged) the parties hereto mutually covenant and agree as follows:

1.              INTERPRETATION

1.1             Definitions . Where used herein or in any amendment hereto each of the following words and phrases shall have the meanings set forth as follows:

2

1.2              Number and Gender . Wherever the singular or the masculine are used herein the same shall be deemed to include the plural or the feminine or the body politic or corporate where the context or the parties so require.

1.3              Headings . The headings to the articles, paragraphs, subparagraphs or clauses of this Agreement are inserted for convenience only and shall not affect the construction hereof.

1.4              References . Unless otherwise stated a reference herein to a numbered or lettered article, paragraph, subparagraph or clause refers to the article, paragraph, subparagraph or clause bearing that number or letter in this Agreement. A reference to this Agreement or herein means this Loan Agreement, including the Schedule hereto, together with any amendments thereof.

1.5              Currency . All dollar amounts expressed herein refer to lawful currency of The United States of America.

2.              TERMS OF LOAN

2.1              Loan and Repayment . The Lender hereby agrees to lend to the Borrower the Principal Sum of $280,000 (U.S.). The Loan shall be made in United States currency and shall be repaid by the Borrower on or before April 30, 2009.

2.2              Interest . The Borrower shall pay on the amount of the Principal Sum, interest at a rate of 8% per annum, payable on Maturity. The Borrower shall pay interest at the aforesaid rate on all overdue interest.

2.3              Advances . The Principal Sum shall be advanced by the lender as follows:

2.4              Pre-Payment . The Borrower may pre-pay all or any portion of the loan at any time.

3

3.              PROMISSORY NOTES, EXTENSIONS & WAIVER

3.1              Loan . To evidence the Loan, the Borrower agrees to enter into promissory notes in the forms attached hereto as Schedule “A”.

3.2              Extensions . The Lender may grant extensions as the Lender may see fit without prejudice to the liability of the Borrower or to the Lender's rights under this Agreement or under the Promissory Notes.

3.3              Waiver . The Lender may waive any breach by the Borrower of this Agreement or of any default by the Borrower in the observance or performance of any covenant or condition required to be observed or performed by the Borrower hereunder or under the Promissory Notes. No failure or delay on the part of the Lender to exercise any right, power or remedy given herein or by statute or at law or in equity or otherwise shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other exercise thereof or the exercise of any other right, power or remedy, nor shall any waiver by the Lender be deemed to be a waiver of any subsequent similar or other event.

4.              REPRESENTATIONS AND WARRANTIES

4.1              Representations . The Borrower represents and warrants to the Lender, and acknowledges that the Lender is relying upon such representations and warranties in entering into this Agreement, as follows:

(a) the Borrower has the capacity to enter into this Agreement, and the execution of this Agreement and the completion of the transactions contemplated hereby shall not be in violation any agreement to which the Borrower is a party; and

(b) the Promissory Notes have been duly executed by the Borrower and are enforceable against the Borrower in accordance with their terms.

5.              CLOSING ARRANGEMENTS

5.1              Conditions Precedent . The Lender's obligation to advance the Principal Sum to the Borrower shall be subject to the satisfaction of the following conditions:

The foregoing conditions precedent are inserted for the benefit of the Lender and may be waived in whole or in part by the Lender at any time prior to closing by delivering to the Borrower written notice to that effect.

5.2              Time of Closing . The closing of the Loan shall take place on execution of this Loan Agreement.

4

5.3              Deliveries by the Lender . On the Closing Date the Lender shall deliver or cause to be delivered to the Borrower a certified check, bank draft or wire transfer for the Principal Sum.

6.1              Events of Default . Any one or more of the following events, whether or not any such event shall be voluntary or involuntary or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, shall constitute an Event of Default:

(a) if the Borrower defaults in the payment of any monies due hereunder as and when the same is due;

(b) if the Borrower defaults in the observance or performance of any other provision hereof;

(c) if the Borrower commits an act of bankruptcy or makes a general assignment for the benefit of its creditors or otherwise acknowledges its insolvency; or

(d) if the Borrower makes default in the due