Filed by Automated Filing Services Inc. (604) 609-0244 - Skyflyer Inc. - Exhibit 10.1






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:

	 	(a) 	
      "Agreement" means this Loan Agreement including the
      Schedules hereto together with any amendments hereof;

	 	 	 
	 	(b) 	
      "Closing Date" means October 17,
2007;







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	 	(c) 	
      "Event of Default" means any event set forth in paragraph
      6.1;

	 	 	 
	 	(d) 	
      "Loan" means the loan of $280,000 (U.S.) of which,
      $30,000 has been advanced to date, to be made by the Lender to the
      Borrower in accordance with this Agreement;

	 	 	 
	 	(e) 	
      “Maturity” means April 30, 2009; and

	 	 	 
	 	(f) 	
      "Principal Sum" means the sum of $280,000
  (U.S.).



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:

		a. 	
      $30,000 previously advanced to the Borrower, the receipt
      of which is acknowledged;

	 	 	 
		b. 	
      $170,500 on execution of this Agreement; and

	 	 	 
		c. 	
      the balance of $79,500 on or before October 31,
    2007.



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




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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:

	 	(a) 	
      the representations and warranties of the Borrower shall
      be true as of the date hereof and as of the Closing Date; and

	 	 	 
	 	(b) 	
      the Borrower shall have complied with all of its
      obligations hereunder; and



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.




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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. 	
      EVENTS OF DEFAULT AND
  REMEDIES



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 payment, performance or observance, in whole or in part, of any debt,
liability or obligation of the Borrower to the Lender, whether secured hereby or
otherwise.

6.2             Remedies
Upon Default. Upon the occurrence of any Event of Default and at any time
thereafter, provided that the Borrower has not by then remedied such Event of
Default, the Lender may, in its discretion, by notice to the Borrower, declare
this Agreement to be in default. At any time thereafter, while the Borrower
shall not have remedied such Event of Default, the Lender, in its discretion,
may:

	 	(a) 	
      declare the Loan and other monies owing by the Borrower
      to the Lender to be immediately due and payable;

	 	 	 
	 	(b) 	
      demand payment from the Borrower and exercise all
      remedies available to the Lender.




	7. 	
      MISCELLANEOUS



7.1             Notices.
Any notice required or permitted to be given under this Agreement or the
Promissory Notes shall be in writing and may be given by delivering same or
mailing same by registered mail or sending same by telegram, telex, telecopier
or other similar form of communication to the following addresses:




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	The Borrower: 	#205 - 1480 Gulf Road 
	  	Point Roberts, WA 98281 
	  	  
	The Lender: 	Richmond House, P.O.Box 127, 
	  	Leeward Highway, Providenciales, 
	  	Turks and Caicos Islands, BWI




Any notice so given shall:

	 	(a) 	
      if delivered, be deemed to have been given at the time of
      delivery;

	 	 	 
	 	(b) 	
      if mailed by registered mail, be deemed to have been
      given on the fourth business day after and excluding the day on which it
      was so mailed, but should there be, at the time of mailing or between the
      time of mailing and the deemed receipt of the notice, a mail strike,
      slowdown or other labour dispute which might affect the delivery of such
      notice by the mails, then such notice shall be only effective if actually
      delivered; and

	 	 	 
	 	(c) 	
      if sent by telegraph, telex, telecopier or other similar
      form of communication, be deemed to have been given or made on the first
      business day following the day on which it was
sent.



Any party may give written notice of a change of address in the
aforesaid manner, in which event such notice shall thereafter be given to such
party as above provided at such changed address.

7.2             Amendments.
Neither this Agreement nor any provision hereof may be amended, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the amendment, waiver, discharge or
termination is sought.

7.3             Entire
Agreement. This Agreement embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and undertakings,
whether oral or written, pertaining to the subject matter hereof.

7.4             Action
on Business Day. If the date upon which any act or payment hereunder is
required to be done or made falls on a day which is not a business day, then
such act or payment shall be performed or made on the first business day next
following.

7.5             No
Merger of Judgment. The taking of a judgment on any covenant contained
herein or on any covenant set forth in any other security for payment of any
indebtedness hereunder or performance of the obligations hereby secured shall
not operate as a merger of any such covenant or affect the Lender's right to
interest at the rate and times provided in this Agreement on any money owing to
the Lender under any covenant herein or therein set forth and such judgment
shall provide that interest thereon shall be calculated at the same rate and in
the same manner as herein provided until such judgment is fully paid and
satisfied.




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7.6             Severability.
If any one or more of the provisions of this Agreement should be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality or enforceability of such provision shall not in any way be affected or
impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

7.7             Successors
and Assigns. This Agreement shall enure to the benefit of and be binding
upon all parties hereto and their respective heirs, personal representatives,
successors and assigns, as the case may be.

7.8             Governing
Law. This Agreement shall be governed by and be construed in accordance with
the laws of the State of Nevada and the parties hereto agree to submit to the
jurisdiction of the courts of Nevada with respect to any legal proceedings
arising herefrom.

7.9             Independent
Legal Advice. This Agreement has been prepared by O’Neill Law Group PLLC
acting solely on behalf of the Borrower and the Lender acknowledges that it has
been advised to obtain independent legal advice.

7.10           Time.
Time is of the essence of this Agreement.

7.11           Headings.
The headings of the paragraphs of this Agreement are inserted for convenience
only and do not define, limit, enlarge or alter the meanings of any paragraph or
clause herein.

7.12           Counterparts.
This agreement may be executed in one or more counter-parts, each of which so
executed shall constitute an original and all of which together shall constitute
one and the same agreement.

IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and year first written
above.

THE BORROWER:

SKYFLYER INC.
by its authorized signatory

/s/ John
Boschert
________________________________
John Boschert,
Secretary

THE LENDER:

BLACK POINTE HOLDINGS INC.
by its authorized
signatory:

/s/ Richard W.
Donaldson
________________________________
Richard W.
Donaldson




SCHEDULE “A”

PROMISSORY NOTES




PROMISSORY NOTE

	EXECUTED BY: 	SKYFLYER INC. 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	Black Pointe Holdings Inc. 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	$30,000 (U.S.) 
	 	 
	DATE OF EXECUTION: 	September 13, 2007 


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on April 30, 2009, the principal sum of $30,000
(U.S.), together with interest thereon at the rate of 8% per annum, calculated
and compounded annually, both before and after maturity from the date
hereof.

The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note.

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him.

DATED this 13th day of September, 2007.

SKYFLYER INC.
by its authorized signatory:

________________________________
John Boschert,
Secretary




PROMISSORY NOTE

	EXECUTED BY: 	SKYFLYER INC. 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	Black Pointe Holdings Inc. 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	$170,500 (U.S.) 
	 	 
	DATE OF EXECUTION: 	October 17, 2007 


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on April 30, 2009, the principal sum of
$170,500 (U.S.), together with interest thereon at the rate of 8% per annum,
calculated and compounded annually, both before and after maturity from the date
hereof.

The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note.

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him.

DATED this 13th day of October, 2007.

SKYFLYER INC.
by its authorized signatory:

________________________________
John Boschert,
Secretary




PROMISSORY NOTE

	EXECUTED BY: 	SKYFLYER INC. 
	  	(the "Borrower") 
	 	 
	IN FAVOUR OF: 	Black Pointe Holdings Inc. 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	$79,500 (U.S.) 
	 	 
	DATE OF EXECUTION: 	October 31, 2007 


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on April 30, 2009, the principal sum of $79,500
(U.S.), together with interest thereon at the rate of 8% per annum, calculated
and compounded annually, both before and after maturity from the date
hereof.

The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note.

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him.

DATED this 13th day of October, 2007.

SKYFLYER INC.
by its authorized signatory:

________________________________
John Boschert,
Secretary