Engagement Letter between Sandra C. Ribble, CPA and Registrant dated March
      8, 2006.


    Exhibit
      10.1

    Sandra
      C Ribble, CPA

    14175
      West Indian School Rd, Suite B4 #491

    Goodyear,
      AZ 85338

    Sribble2000@yahoo.com

    602-549-7236

    


    


    March
      8,
      2006 

    
 

    Gregg
      Johnson

    Skye
      International, Inc.

    7150
      West
      Erie Street

    Chandler,
      AZ 
      85226

     

    Dear
      Gregg, 

     

    I
      am
      pleased to be acting in the capacity of Chief Financial Officer for Skye
      International, Inc. This engagement letter is to set forth the terms and
      objectives of the proposed engagement and the nature and limitations of the
      services I will provide to the company until mutually changed. 

     

    WORK
      TO BE DONE 

     

    A.
      Scope Limitations. My
      engagement cannot be relied upon to disclose errors, irregularities, or illegal
      acts, including fraud or defalcations, which may exist. I may inform you of
      any
      such matters that come to our attention. 

     

    B.
      Agreed Upon Services:

     

     

    
      	 	
              ·

            	
              Maintain
                financial records monthly on a US GAAP basis of accounting
                

            


    

     

    
      	 	
              1.

            	
              Prepare
                draft SEC filings for management, outside CPA and attorney
                review

            


    

     

    
      	 	
              2.

            	
              Make
                the necessary edits to SEC filings 

            


    

     

    
      	 	
              3.

            	
              Set-up
                internal accounting files

            


    

     

    
      	 	
              4.

            	
              Record
                journals (Check Register, Deposits,
                Etc)

            


    

     

    
      	 	
              5.

            	
              Post
                general ledgers and post other
                ledgers

            


    

     

    
      	 	
              6.

            	
              Reconcile
                all general ledger accounts including bank
                statements

            


    

     

    
      	 	
              7.

            	
              Maintain
                payroll earnings records 

            


    

     


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


     

    
      	 	
              8.

            	
              Prepare
                payroll tax reports including W-2's /
                1099's

            


    

     

    
      	 	
              9.

            	
              Compiled
                financial statements (Cash Flow, Balance Sheet, Income Statement
                and
                Equity Roll-forward) with notes

            


    

     

    
      	 	
              10.

            	
              Proforma
                (forward-looking) financial
                statements/projections

            


    

     

    
      	 	
              11.

            	
              Set-up
                and maintain reconciliation files for balance sheet
                accounts

            


    

     

    
      	 	
              a.

            	
              Including
                depreciation schedules

            


    

     

    · General
      business consultation/management to insure government compliance

     

    · Special
      projects as needed

     

     

    FEE
      SCHEDULE 

     

     

    The
      following is our understanding of the fee schedule agreed upon:

     

    
      	 	
              Up-front
                retainer of $1,500 to be held for one year or at conclusion of engagement
                whichever occurs first.

            


    

    $75
      per
      hour, to be billed bi-monthly and due net 14 days 

     

    A.
      Professional Fees.
      Fees for
      professional services will be based on the time expended at the above hourly
      rate, unless otherwise mutually discussed and agreed to in writing. I require
      a
      minimum retainer before work can begin. This retainer must be maintained for
      a
      minimum of one year or throughout the engagement, whichever is shorter.


     

    C.
      Direct Expenses. Additional
      charges for out of pocket costs, including travel costs, may be added to our
      professional fees. Such charges are in addition to any estimated fees given
      and
      will be due and payable within one week of presentation as billed weekly.


     

    TERMINATION 

     

    Right
      to Terminate.
      Either
      party may terminate this relationship at any time by any form of written
      notification including EMail. 

     

    LIMIT
      OF LIABILITY 

     

    You
      agree
      that Sandra C. Ribble, CPAs's liability hereunder for damages, regardless of
      the
      form of action, shall not exceed the total amount paid for the services
      described herein. This shall be your exclusive remedy. 

     

    You
      further agree that Sandra C. Ribble, CPA will not be liable for any lost
      profits, or for any claim or demand against you by any other party. In no event
      will Sandra C. Ribble,

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


     

    CPA
      be
      liable for incidental or consequential damages even if she has been advised
      of
      the possibility of such damages. 

     

    It
      is
      agreed upon by both parties that no action, regardless of form, arising out
      of
      the services under this agreement, may be brought by either party more than
      one
      year after the date of the last services provided under this agreement.


     

    APPLICABLE
      LAW 

     

    This
      engagement letter shall be governed as to validity, interpretation,
      construction, effect and in all other respects by the laws and decisions of
      the
      state of Arizona. In the event of commencement of any legal action regarding
      any
      term or condition of this engagement such action by agreement is to be subject
      to the jurisdiction of the courts of the state of Arizona or its political
      subdivisions. 

     

    COMPLETE
      AGREEMENT 

     

    This
      letter comprises the complete and exclusive statement of the agreement between
      the parties, superseding all proposals oral or written and all other
      communications between the parties. If any provision of this letter is
      determined to be unenforceable, all other provisions shall remain in force.
      If
      you have any questions or concerns regarding this engagement letter or desired
      services, please contact me at the above address. 

     

    Again,
      it
      is a pleasure to serve you. I look forward to many more years of pleasant
      association with you and Skye.

     

    Sincerely,
      

     

    /s/
      Sandra C. Ribble

    Sandra
      C.
      Ribble, CPA

     

    

      Having
        read and fully understood the Engagement
        Letter,
        I/we agree to engage Sandra C. Ribble, CPA in accordance with the terms
        indicated. I/We understand this engagement to be limited to the items specified
        and terms as indicated beginning with the date of submission of this form.
        If
        additional services are requested they are to be covered under a separate
        engagement letter. I/We acknowledge with full authority and understanding
        this
        letter as correctly setting forth my/our desires.


    

     

    /s/
      Gregg Johnson    /s/
      Sandra C, Ribble

    Gregg
      Johnson, on behalf of Skye  Sandra
      C. Ribble, CPA

    


    


    Date:
      March _, 2006

     

    
      
         

      

      
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