Filed by Automated Filing Services Inc. (604) 609-0244 - Red Sky Resources, Inc. - Exhibit 10-4





 EXHIBIT 10.4 

  Red Sky-AES Management Agreement 

  March 7, 2005 

 MINERAL EXPLORATION

  MANAGEMENT SERVICES AGREEMENT 

 THIS MANAGEMENT SERVICES AGREEMENT ("Agreement"), is
  between Alaska Earth Sciences, Inc. (AES), whose address is 11401 Olive
  Lane, Anchorage, Alaska USA 99515-3062, and Red Sky Resources, Inc. (Red Sky),
  a corporation whose office address is Suite 2410, 650 West Georgia St., Vancouver,
  B.C. CANADA V6B 4N7.

	1.	Services to be Performed. Pursuant to this Agreement,
        AES and Red Sky have agreed that AES shall perform management services
        as follows. AES shall provide mineral exploration project management on
        projects in Alaska as assigned by Red Sky. Primary services shall include
        project concept development, permitting, organization, land and data acquisition,
        field program management, quality control, budgetary oversight and reporting.
        Specific tasks will include oversight of geophysical, geological, and
        geochemical surveys, management of logistics including aircraft (fixed
        and rotary wing) contracts and camp rental and/or service contracts. 

       Project management shall be carried out with full communication
        and compliance of Red Sky. Project activities will be summarized monthly
        in progress reports. AES shall perform these services in a professional
        and workmanlike manner. All work shall be diligently and carefully performed
        and shall conform to standard professional practices and all applicable
        federal, state and local laws, permits and regulations.

	 	 
	2. 	Payment. Red Sky shall pay to AES all expenses
        and fees in accordance with the consulting and rental rates set forth
        in Exhibits A and B. Red Sky shall pay for goods and services supplied
        by AES at cost plus 15% overhead including but not limited to expenses
        related to aircraft support, drilling support, geophysical contracts,
        analytical laboratory costs, land research contracts, and camp or equipment
        rental, services or expenses. In the case of subcontracts exceeding $10,000,
        AES may request an advance of funds and in such case will apply only a
        5% overhead charge on such contracts. Normal payment of AES invoicing
        is expected within 30 days, however, upon approval, AES may request accounts
        to be paid within fifteen days. An accounting of all expenses and fees
        will be summarized by invoice on the 1st of each month.

	 	 
	3. 	Term. The term of this Agreement shall commence
        upon signing, and shall continue through completion of services or until
        December 31, 2009. Any party may terminate this Agreement by giving the
        other party two weeks (14 days) notice. 

	 	 
	4.	Independent Contractor and Indemnity.

       (a) It is understood and agreed that AES is to perform
        its services as an independent contractor and as such (i) shall have full
        responsibility for making any and all necessary income tax, sales tax,
        and social security payments and for filing all returns and forms required
        in connection therewith; (ii) shall assume full responsibility for injuries
        occurring to it’s employees, if any, and for protecting AES and
        it's employees 










 EXHIBIT 10.4 

  Red Sky-AES Management Agreement

  March 7, 2005

	 	by means of Workmen's Compensation Insurance or otherwise
        as required by law. 

       (b) AES shall indemnify and save Red Sky harmless from
        and against any and all loss, damage, and expense (including attorneys'
        fees and other legal expenses), by reason of liability imposed or claimed
        to be imposed by for (i) breach of this Agreement by AES or its subcontractors,
        (ii) any claims or demands of AES or its subcontractors' employees, including,
        without limitation, any claims for benefits under any employee benefit
        plan sponsored by Red Sky or (iii) bodily injuries, including death at
        any time resulting therefrom, or damage to property, sustained by any
        person or persons, including without limitation the employees of AES or
        Red Sky, or third parties (collectively, (i)-(iii) are termed "Liabilities"),
        arising out of or related to this Agreement or the performance of the
        work called for by this Agreement, and whether or not such Liabilities
        arise or are claimed to have arisen in whole or in part out of negligence
        or any other grounds of legal liability, including violation of any duty
        imposed by a statute, or ordinance, or regulation, on the part of AES
        or its subcontractors, Red Sky or the employees or agents of any of them
        or any other person or organization. The provisions of this section shall
        survive the termination or expiration of this Agreement.

	 	 
	5.	Insurance. 




	 	 Insurance Coverage  	 Minimum Limits  
	 	 Worker's Compensation Insurance:  	 In accordance with applicable State Laws  
	 	  	 
	 	 Comprehensive General Liability  	  
	 	 Bodily Injury, Death, and  	 $1,000,000  Each Occurrence  
	 	 Property Damage:  	 $1,000,000  Aggregate  




 The above required insurance shall be endorsed to include
  Red Sky and contain a clause waiving the insurer's right of subrogation against
  Red Sky. Insurance companies must be satisfactory to Red Sky and policies must
  provide that thirty (30) days' written notice be given to Red Sky prior to cancellations
  or annulment. 

 6. Audit. AES will keep full and detailed accounts
  of costs chargeable to Red Sky. During the term of this Agreement and for one
  (1) year thereafter, Red Sky's Controller or its authorized representatives
  will be afforded full access to accounts, records, and supporting documents
  for audit and verification of costs. The provisions of this section shall survive
  the expiration or termination of this Agreement. 

 7. Accidental and Injury Reporting. AES will report
  all accident and lost time injuries to the appropriate Red Sky representative
  or its designated safety representative.

 8. Confidentiality. Information generated for Red Sky
  by AES, or transmitted to AES by Red Sky will be treated as confidential and
  will be considered proprietary as to Red Sky. 




 EXHIBIT 10.4 

  Red Sky-AES Management Agreement 

  March 7, 2005 

AES will refrain from transmitting or in any way disclosing
  such information to third parties without the express written consent of Red
  Sky. AES further agrees that it will not acquire any real property or interests
  in real property within two (2) miles of any project location for itself or
  any third party while this Agreement is in effect without the prior written
  consent of Red Sky. 

 9. Waiver. The failure of either party to enforce at
  any time or for any period of time any other provision of this Agreement shall
  not be construed as their waiver of such provision or of the right of a party
  to subsequently enforce each and every provision. 

 10. Notices. Any required notice to Red Sky or AES
  shall be in writing to the following addresses: 

 AES: 

  Alaska Earth Sciences, Inc.

  11401 Olive Lane 

  Anchorage AK 99515-3062 USA 

  Telephone (907) 522-4664

  Fax (907) 349-3557 

  Attn: Rob Retherford - President 

 Red Sky Resources, Inc. 

  Suite 2410 

  650 West Georgia Street 

  P.O. Box 11524 

  Vancouver, B.C. 

  CANADA V6B 4N7 

  Telephone: +1 (604) 689-8336 

  Facsimile +1 (604) 648-8473 

  Attn: Mr. Barry Lee - President 

 General Provisions. 

 (a) Assignment.  AES and Red Sky agree that they will
  not assign or transfer this Agreement without the prior written consent of either
  party. Any attempted assignment in the absence of such prior written consent
  shall be void. 

 (b) Governing Law. This contract shall be governed
  by the laws of the State of Alaska. 

 (c) Attorneys' Fees. If it becomes necessary for any
  party to enforce this Agreement, with or without suit, the prevailing party
  shall be entitled to recover all reasonable costs and expenses thereof, including
  reasonable attorneys' fees, against the losing party. 

 (d) Successors and Assigns. The terms and covenants
  of this Agreement shall apply to, be binding on, and inure to the benefit of
  the parties hereto and their permitted successors and assigns. 





 EXHIBIT 10.4 

  Red Sky-AES Management Agreement 

  March 7, 2005 

 (e) Severability. In the event any provision of this
  Agreement is declared by a court of competent jurisdiction to be void or unenforceable
  or becomes unlawful in its operation, such provision shall not affect the rights
  and duties of the parties with regard to the remaining provisions of this Agreement
  which shall continue as binding. 

 (f) No Waiver. The failure of either party to enforce
  at any time or for any period of time any other provision of this Agreement
  shall not be construed as their waiver of such provision or the right of a party
  to subsequently enforce each and every provision. 

 (h) Counterparts. This Agreement may be executed in
  several counterparts, each of which when so executed shall be deemed to be an
  original, and all such counterparts together shall constitute one and the same
  agreement. The parties agree that this Agreement may be transmitted between
  them by facsimile machine. The parties intend that fax signatures constitute
  original signatures and that a faxed agreement containing the signatures (original
  or faxed) of all the parties is binding on the parties. 


AGREEMENT EXECUTED and made effective as of the latter date and year written below. 


RED SKY RESOURCES, INC. 

 BY:              /S/
  D. Barry Lee               
  for and on behalf of Red Sky. Date:    March 7, 2005 

  Name: D. Barry Lee

  Title: President 

  EIN: 98-0443283


ALASKA EARTH SCIENCES, INC 

 BY:             /S/
  Robert M. Retherford         for
  and on behalf of AES. Date:     March 7, 2005 

  Name: Robert M. Retherford 

  Title: President 

  EIN: 92-0164369 





 EXHIBIT 10.4 

  Red Sky-AES Management Agreement 

  March 7, 2005 

 EXHIBIT A 

 ALASKA EARTH SCIENCES

   RATE SCHEDULE  

  YEAR 2004  

	 Project Managers*  	 Rate/Day  	 Rate/Hour  
	 R. M. Retherford  	 $500  	 $65  
	 W.T. Ellis  	 $500  	 $65  
	 D.W. Lappi  	 $500  	 $65  
	 Geologists  	  	  
	 Senior Geologist  	 $450  	 $60  
	 Geologist  	 $400  	 $55  
	 Junior Geologist  	 $300  	 $40  
	 Geologic Technician  	 $250  	 $30  
	 Labor, Field Asst.  	 $290  	 $30  
	 GIS Specialists  	  	  
	 Senior GIS  	 $400  	 $50  
	 GIS Assistant  	 $300  	 $40  
	 Data Entry  	 $250  	  $30  
	 Administration  	  	  
	 Bookeeping  	  	 $40  
	 Secretarial  	  	 $35  




	* Other Project Managers may be hired as required. 

       * Our labor rate is up to $290/day due to Worker’s Comp.
        rates $ Northern Dynasty rates @ Pebble for labor are up from last
        year. 










 EXHIBIT 10.4 

  Red Sky-AES Management Agreement 

  March 7, 2005 

ALASKA EARTH SCIENCES - EXHIBIT B 
	 	 2004 RENTAL SCHEDULE  	  	  	Example:  
	 	  	  	  	 6-man Fly  
	 	 ITEM  	 Wkly Rate  	 Mo. Rate  	 Camp  
	 	  	 Per Ea  	 Per Ea  	Per Mo.  
	 	 Geophysics  	  	  	  
	 	 Scintrex Mag. Susceptibility (older model)  	 35  	 100  	 100  
	 	 Mag. Susceptibility (digital)  	 50  	 150  	  
	 	 Single channel Bison 1570-C seismograph  	 250  	 750  	  
	 	 Seismic blasting galvanometer  	 20  	 75  	  
	 	 Geometrics Gamma-ray Spectrometer, 4 channel  	 25  	 80  	  
	 	 Geometrics 101 A scintillometer  	 25  	 80  	 80  
	 	 UV Light  	 10  	 35  	 35  
	 	 Communications  	  	  	  
	 	 Handheld radios  	 60  	 200  	 1260  
	 	 FM Radio Repeater w/Solar Panel  	 75  	 250  	  
	 	 Office Machines, Field  	  	  	  
	 	 Copier / Printer / Fax  	 20  	 50  	 50  
	 	 Field computer w/ CD / DVD drive  	 100  	 350  	 350  
	 	 Field Lab Equipment  	  	  	  
	 	 Plastic stereoscope  	 15  	 45  	 45  
	 	 Reichert binocular microscope wI  	  	  	  
	 	 Bausch &Lombe optical fiber light  	 50  	 150  	 150  
	 	 Volland 220-R analytical balance  	 30  	 90  	  
	 	 Sony Hi-8 Videocamera  	 30  	 90  	  
	 	 Light camp(s) for 6 people  	  	  	  
	 	 includes, 4 tents, cots, pads, cooking facility  	  	  	  
	 	 lanterns  	 200  	 600  	 550  
	 	 Safety equipment for 6 person camp  	  	  	  
	 	 includes 1st aid pack-base camp, 6 individual  	  	  	  
	 	 1st aid kits, camp gun, flares, rescue rope & tools 
    	  	  	  
	 	 MREs, signal flags, bear spray  	 100  	 300  	 300  
	 	 Field tools for 6-man
      field crew  	  	  	  
	 	 can include combinations of soil augers, shovels,  	  	  	  
	 	 rock hammers, zip saws, swing axes, axes, picks,  	  	  	  
	 	 packs, vests, clipboards, magnets, acid bottles,  	  	  	  
	 	 tool kits, gold pans etc.  	 100  	 300  	 300  
	 	 Survey gear for 6-man crew  	  	  	  
	 	 includes GPS units, topofils, plastic chain,  	  	  	  
	 	 compasses  	 125  	 375  	 375  
	 	 Field office gear for 6 geologists includes 
    	  	  	  
	 	 drafting pens, straight edges, triangles  	 30  	 90  	 90  
	 	 protractors, scissors, scales, shields, xactos  	  	  	  
	 	 Other Field Equipment  	  	  	  
	 	 Generator 5KW  	 150  	 400  	  
	 	 Generator 0.25 KW  	 30  	 90  	  
	 	 1.5” Water Pump, Honda with hose  	 50  	 120  	  
	 	 Sluice Box  	 30  	 90  	  
	 	 2 HP Electric Rock Saw, Blade not included  	 75  	 225  	  
	 	 Hilti Gas Percussion Drill  	 125  	 450  	  
	 	 Honda Rancher 400 ATV 2004 Model  	 500  	 1800  	  
	 	 Snowmachine Skidoo Skandic 500 or equivalent  	 500  	 1800  	  
	 	 Example Fly-camp (6-man) Monthly Cost  	  	  	 3860  




 Many other items available. Some preparation charges may apply. Larger
  camps can be supplied-supported. 

  Expendable items are at cost plus 15%. List updated December, 2004