EXHBIT 10.6


                          SECURITIES PURCHASE AGREEMENT


                                 BY AND BETWEEN

                                 SKYFRAMES, INC.

                                       AND

                            OCEAN DRIVE HOLDINGS, LLC


                               Dated June 16, 2003


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                          SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 16th
day  of  June,  2003,  by  and  between Skyframes, Inc., a Utah corporation (the
"Company"),  and  Ocean Drive Holdings LLC, a New York limited liability company
and  its  participants  and  assignees  (the  "Investor").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  desires  to  sell to the Investor, and the Investor
desires  to  purchase from the Company, (a) a convertible promissory note in the
principal  amount  of  $150,000  (the "Note"), in the form attached as Exhibit A
                                                                       ---------
hereto,  and  (b)  a  warrant (the "Warrant"), in the form attached as Exhibit B
                                                                       ---------
hereto,  to  purchase  150,000  shares  of the Company's common stock, $0.10 par
value  per  share  (the  "Common  Stock"),  pursuant  to  the provisions of this
Agreement;  and

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  in  this  Agreement,  and  for other good and valuable consideration, the
receipt  and sufficiency of which are hereby acknowledged, the parties do hereby
agree  as  follows:

     1.     Purchase  and  Sale  of  Note  and  Warrant.
            --------------------------------------------

          1.1    Issuance and Sale of 8% Convertible Promissory Note and Warrant
                 ---------------------------------------------------------------
Subject  to  the  terms and conditions of this Agreement, the Investor agrees to
purchase  at the Closing (as hereafter defined), and the Company agrees to issue
and  sell  to  the  Investor  at  the  Closing, the Note and the Warrant, for an
aggregate  purchase  price of One Hundred Fifty Thousand ($150,000) Dollars (the
"Purchase  Price").

          1.2    Closing.
                 -------

          (a)     The  purchase  and  sale  of  the  Note  and  the Warrant (the
"Closing")  shall  take  place  at  the offices of Littman Krooks LLP, 655 Third
Avenue,  New  York  New  York 10017, at 10:00 a.m., on June 16, 2003, or at such
other  time and place as the Company and the Investor mutually agree upon orally
or  in  writing.

          (b)     At the Closing, the Company shall deliver to the Investor, the
Note  and  the  Warrant,  against payment of the Purchase Price by check or wire
transfer  payable  to  the  Company.

     2.     Representations  and  Warranties of the Company.  The Company hereby
            ------------------------------------------------
represents  and  warrants  to the Investor, except as set forth on a Schedule of
Exceptions  to  Representations and Warranties attached hereto as Exhibit C (the
                                                                  ---------
"Schedule  of  Exceptions"),  the  following:

          2.1    Subsidiaries.  The  Company does not presently own or control,
                 ------------
directly  or  indirectly, any interest in any other corporation, association, or
other  business  entity  except  as disclosed in the SEC Reports (as hereinafter
defined)  (each,  a  "Subsidiary" and collectively, the "Subsidiaries").  Unless


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the  context  requires  otherwise,  all references herein to the "Company" shall
refer  to  the  Company  and its Subsidiaries. The Company is not a party to any
joint  venture,  partnership,  or  similar  arrangement.

          2.2    Organization,  Good  Standing, and Qualification.  The Company
                 ------------------------------------------------
is  a  corporation  duly organized, validly existing, and in good standing under
the  laws  of  the  State  of  Utah,  and  has all requisite corporate power and
authority  to carry on its business as now conducted.  The Subsidiaries are duly
organized  in  their  respective jurisdictions of organization, validly existing
and in good standing in such respective jurisdictions and each has the power and
authority  to carry on its respective business as now conducted. The Company and
the  Subsidiaries  are  duly  qualified  to  transact  business  and are in good
standing  in  each  jurisdiction in which the failure so to qualify would have a
Material  Adverse  Effect  (as  hereafter  defined) on the Company's business or
properties.

          2.3     Capitalization  and Voting Rights.   The number of authorized,
                  ---------------------------------
issued  and  outstanding capital stock of the Company is set forth in Exhibit C.
                                                                      ---------
Except as disclosed in Exhibit C, no securities of the Company or any Subsidiary
                       ---------
are entitled to preemptive or similar rights, nor is any holder of securities of
the  Company  or any Subsidiary entitled to preemptive or similar rights arising
out  of  any  agreement  or  understanding with the Company or any Subsidiary by
virtue  of  any  of  the Transaction Documents (defined hereinafter).  Except as
disclosed  in  Exhibit  C,  there  are  no outstanding options, warrants, script
               ----------
rights  to  subscribe  to,  calls  or  commitments  of  any character whatsoever
relating  to,  or securities, except as a result of the purchase and sale of the
Securities,  or  rights  or obligations convertible into or exchangeable for, or
giving  any Person (as defined below) any right to subscribe for or acquire, any
shares  of  Common  Stock,  or  contracts,  commitments,  understandings,  or
arrangements  by  which  the Company or any Subsidiary is or may become bound to
issue additional shares of Common Stock, or secur-ities or rights convertible or
exchangeable  into  shares  of  Common  Stock.  To the knowledge of the Company,
except  as  specifically  disclosed  in the SEC Reports (as defined below) or in
Exhibit  C,  no  Person  or  group  of  related  Persons  beneficially  owns (as
----------
determined  pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of  1934,  as  amended  (the  "Exchange  Act")),  or has the right to acquire by
agreement  with  or by obligation binding upon the Company, beneficial ownership
of  in  excess  of  5%  of  the Common Stock.  A "Person" means an individual or
corporation,  partnership,  trust,  incorporated  or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency  or  subdivision  thereof)  or  other  entity  of  any  kind.

          2.4     Authorization.  All  corporate  action  on  the  part  of  the
                  -------------
Company,  its  officers,  directors,  and  shareholders  necessary  for  the
authorization,  execution,  and  delivery  of  this  Agreement, the Registration
Rights  Agreement  (as  hereafter  defined),  the  Note  and  the  Warrant  (the
"Transaction  Documents"),  the  performance  of  all obligations of the Company
hereunder  and  thereunder  and  the authorization, issuance (or reservation for
issuance),  and  delivery  of the Note and the Warrant being sold hereunder, the
Common  Stock issuable upon conversion of the Note and the Common Stock issuable
upon  exercise  of  the  Warrant,  has  been taken or will be taken prior to the
Closing,  and  the  Transaction  Documents  constitute valid and legally binding
obligations  of  the  Company,  enforceable  in accordance with their respective
terms,  except  (i)  as  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  and  other  laws  of general application affecting
enforcement  of creditors' rights generally, (ii) as limited by laws relating to


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the  availability of specific performance, injunctive relief, or other equitable
remedies,  and  (iii)  to the extent the indemnification provisions contained in
the  Transaction  Documents  may be limited by applicable federal or state laws.

          2.5     Valid  Issuance  of  Note,  Warrant  and  Common  Stock.
                  -------------------------------------------------------

               (a)     The  Note  and  the  Warrant  are  being purchased by the
Investor  hereunder,  when  issued,  sold,  and delivered in accordance with the
terms hereof for the consideration provided for herein, will be duly and validly
issued,  and,  based  in  part  upon the representations of the Investor in this
Agreement,  will  be  issued in compliance with all applicable federal and state
securities laws.  The Common Stock issuable upon conversion of the Note and upon
exercise  of  the  Warrant have been duly and validly reserved for issuance and,
upon  issuance  in  accordance  with  the  terms  of  the  Note and the Warrant,
respectively,  shall  be  duly and validly issued, fully paid and nonassessable,
and  issued  in  compliance with all applicable securities laws, as presently in
effect, of the United States and each of the states whose securities laws govern
the  issuance  of  the  Note  and  the  Warrant  hereunder.

               (b)     All outstanding shares of Common Stock of the Company are
duly  and  validly authorized and issued, fully paid and nonassessable, and were
issued  in  compliance  with  all  applicable federal and state securities laws.

          2.6      Filings, Consents and Approvals.  Neither the Company nor any
                   -------------------------------
Subsidiary is required to obtain any consent, waiver, authorization or order of,
give  any notice to, or make any filing or registration with, any court or other
federal,  state,  local  or  other  govern-mental  authority  or other Person in
connection  with  the execu-tion, delivery and performance by the Company of the
Transaction  Documents,  other  than (i) applicable Blue Sky filings and (ii) in
all  other cases where the failure to obtain such consent, waiver, authorization
or  order,  or to give such notice or make such filing or registration could not
have  or  result in, individually or in the aggregate, a material adverse effect
on  the  results  or  operations  of the Company and its Subsidiaries taken as a
whole  ("Material  Adverse  Effect").

          2.7     Litigation.  There  is  no  action, suit, proceeding, claim or
                  ----------
investigation  pending or, to the knowledge of the Company, currently threatened
against  the  Company which questions the validity of the Transaction Documents,
or  the  right  of  the  Company to enter into any of them, or to consummate the
transactions  contemplated  hereby  or  thereby,  or  which might result, either
individually or in the aggregate, in any material adverse changes in the assets,
condition,  affairs,  or  prospects of the Company, financially or otherwise, or
any  change  in  the current equity ownership of the Company, nor is the Company
aware  that  there  is  any  basis  for  the foregoing.  The foregoing includes,
without  limitation, actions, pending or threatened (or any basis therefor known
to  the  Company)  involving  the  prior  employment  of  any  of  the Company's
employees,  their  use  in  connection  with  the  Company's  business  of  any
information  or  techniques  allegedly  proprietary  to  any  of  their  former
employers,  or their obligations under any agreements with prior employers.  The
Company  is  not  a  party  or  subject  to  the  provisions of any order, writ,
injunction,  judgment,  or  decree  of  any  court  or  government  agency  or
instrumentality.

          2.8     Patents  and Trademarks.  The Company has sufficient title and
                  -----------------------


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ownership  of  all  patents, trademarks, service marks, trade names, copyrights,
trade  secrets,  information,  inventions,  proprietary  rights,  and  processes
necessary  for  its  business  as  now  conducted  without  any conflict with or
infringement  of  the  rights  of  others.  The  Company  has  not  received any
communications  alleging  that  the  Company  has violated or, by conducting its
business  would  violate  any  of  the patents, trademarks, service marks, trade
names,  copyrights,  or  trade secrets, or other proprietary rights of any other
person or entity.  The Company is not aware that any of its employees, officers,
or  consultants are obligated under any contract (including licenses, covenants,
or  commitments  of  any nature) or other agreement, or subject to any judgment,
decree,  or  order  of  any court or administrative agency, that would interfere
with  the  use  of  such  employee's,  officer's,  or  consultant's commercially
reasonable  efforts  to  promote  the  interests  of  the  Company or that would
conflict  with  the  Company's business as conducted.  Neither the execution nor
delivery  of  the  Transaction  Documents,  nor the carrying on of the Company's
business  by  the  employees  of  the  Company, nor the conduct of the Company's
business,  will, to the Company's knowledge, conflict with or result in a breach
of  the  terms, conditions, or provisions of, or constitute a default under, any
contract, covenant, or instrument under which any of such employees, officers or
consultants  are  now  obligated.

          2.9     Compliance  with  Other  Instruments.  The  Company  is not in
                  ------------------------------------
violation  or  default  of  any  provisions  of its Articles of Incorporation or
Bylaws  or,  to its knowledge, of any instrument, judgment, order, writ, decree,
mortgage,  indenture,  lease,  license  or contract to which it is a party or by
which  it  is bound or, to its knowledge, of any provision of federal, state, or
local  statute,  rule,  or regulation applicable to the Company.  The execution,
delivery,  and  performance of the Transaction Documents and the consummation of
the  transactions  contemplated thereby will not result in any such violation or
be  in  conflict  with  or  constitute,  with or without the passage of time and
giving  of  notice,  either  a  default  under  any  such provision, instrument,
judgment,  order,  writ,  decree  or  contract, or an event which results in the
creation  of  any lien, charge, or encumbrance upon any assets of the Company or
the  suspension,  revocation,  impairment,  forfeiture,  or  nonrenewal  of  any
material  permit, license, authorization, or approval applicable to the Company,
its  business  or  operations,  or  any  of  its  assets  or  properties.

          2.10     Permits.  The  Company  has all material franchises, permits,
                   -------
licenses, and any similar authority necessary for the conduct of its business as
now  being  conducted  by  it,  the lack of which could materially and adversely
affect  the  business,  properties,  prospects,  or  financial  condition of the
Company and believes it can obtain, without undue burden or expense, any similar
authority  for  the  conduct  of  its  business as planned to be conducted.  The
Company  is not in default in any material respect under any of such franchises,
permits,  licenses,  or  other  similar  authority.

          2.11     Compliance with Laws.  The conduct of business by the Company
                   --------------------
and  each Subsidiary as presently and proposed to be conducted is not subject to
continuing oversight, supervision, regulation or examination by any governmental
official  or  body  of  the  United States or any other jurisdiction wherein the
Company  or any Subsidiary conducts or proposes to conduct such business, except
such  regulation  as is applicable to commercial enterprises generally.  Neither
the Company nor any of the Subsidiaries has received any notice of any violation
of or noncompliance with, any Federal, state, local or foreign laws, ordinances,
regulations  and  orders  (including,  without  limitation,  those  relating  to
environmental  protection,  occupational  safety  and health, Federal securities


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laws,  equal  employment  opportunity,  consumer  protection,  credit reporting,
"truth-in-lending",  and  warranties  and  trade  practices)  applicable  to its
business  or  to  the  business  of  any  Subsidiary,  the  violation  of,  or
noncompliance  with,  which would have a materially adverse effect on either the
Company's  business  or  operations,  or that of any Subsidiary, and the Company
knows  of  no  facts  or  set  of  circumstances which would give rise to such a
notice.

          2.12     Disclosure.  This  Agreement,  the  Note, the Warrant and any
                   ----------
other  statements  or  certificates  made or delivered in connection herewith or
therewith  do  not  contain  any untrue statement of a material fact or omits to
state  a  material  fact  necessary to make the statements herein or therein not
misleading.

          2.13     Title  to Property and Assets.  The Company owns its property
                   -----------------------------
and  assets  free  and  clear  of all mortgages, liens, loans, pledges, security
interests,  claims,  equitable interests, charges, and encumbrances, except such
encumbrances and liens which arise in the ordinary course of business and do not
materially  impair  the  Company's  ownership or use of such property or assets.
With  respect to the property and assets it leases, the Company is in compliance
with such leases and, to its knowledge, holds a valid leasehold interest free of
any  liens,  claims,  or  encumbrances.

          2.14     Tax Returns, Payments, and Elections.  The Company has timely
                   ------------------------------------
filed  all  tax returns and reports as required by law, and all such returns and
reports are true and correct in all material respects.  The Company has paid all
taxes  and  other  assessments due, if any, except those contested by it in good
faith  which  are listed in the Schedule of Exceptions.  The provision for taxes
of the Company as shown in the Financial Statements is adequate for taxes due or
accrued  as  of  the  date thereof.  The Company has not elected pursuant to the
Internal  Revenue  Code  of  1986,  as  amended  ("Code"),  to  be  treated as a
Subchapter S corporation or a collapsible corporation pursuant to Section 341(f)
or  Section  1362(a)  of  the  Code.

          2.15     Insurance.  The Company has in full force and effect fire and
                   ---------
casualty  insurance  policies,  with  extended  coverage,  sufficient  in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that  might be damaged or destroyed, and the Company has insurance against other
hazards, risks, and liabilities to persons and property to the extent and in the
manner  customary  for  companies  in  similar  businesses  similarly  situated.

          2.16     SEC Reports; Financial Statements.  The Company has filed all
                   ---------------------------------
reports required to be filed by it under the Exchange Act, including pursuant to
Section  13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such  shorter  period  as the Company was required by law to file such material)
(the  foregoing  materials  being  collectively  referred  to herein as the "SEC
Reports"  and,  together  with  the Schedule of Exceptions to this Agreement the
"Disclosure  Materials") on a timely basis or has received a valid exten-sion of
such  time  of filing and has filed any such SEC Reports prior to the expiration
of  any  such extension.  As of their respective dates, the SEC Reports complied
in  all  material  respects  with the requirements of the Securities Act and the
Exchange  Act  and  the  rules  and  regulations  of  the Commission promulgated
thereunder,  and  none  of  the  SEC  Reports,  when filed, contained any untrue
statement  of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which  they  were made, not misleading.  All material


<PAGE>

agreements to which the Company is a party or to which the property or assets of
the  Company  are  subject have been filed as exhibits to the SEC Reports to the
extent  required.  The  financial  statements of the Company included in the SEC
Reports  comply in all material respects with applicable accounting requirements
and  the  rules  and  regulations  of  the Commission with respect thereto as in
effect  at  the time of filing.  Such financial statements have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in  such  financial  statements  or the notes thereto, and fairly present in all
material  respects  the  financial  position of the Company and its consolidated
subsidiaries  as  of and for the dates thereof and the results of operations and
cash  flows  for  the  periods  then  ended,  subject,  in the case of unaudited
statements,  to  normal,  immaterial, year-end audit adjustments.  Except as set
forth on Exhibit A or except as specifically disclosed in the SEC Reports, since
         ---------
______  (a)  there  has been no event, occurrence or development that has had or
that  could  reasonably  be  expected  to  have  or result in a Material Adverse
Effect,  (b)  the  Company  has  not  incurred  any  liabilities  (contingent or
otherwise)  other  than  (x)  liabilities  incurred  in  the  ordinary course of
business  consistent  with  past practice and (y) liabilities not required to be
reflected  in the Company's financial statements pursuant to GAAP or required to
be  disclosed  in  filings  made  with  the  Commission, (c) the Company has not
altered  its  method  of  accounting or the identity of its auditors and (d) the
Company  has  not  declared or made any payment or distribution of cash or other
property  to its stockholders or officers or directors (other than in compliance
with  existing  Company stock or stock option plans) with respect to its capital
stock, or purchased, redeemed (or made any agreements to purchase or redeem) any
shares  of  its  capital  stock.  Additionally,  since  the  adoption  of  the
Sarbanes-Oxley  Act  of  2002  (the  "New Act"), the Company has complied in all
material  respects  with  the  laws,  rules  and  regulation  under the New Act.

          2.17     No  Conflict  of  Interest.  The  Company  is not indebted in
                   --------------------------
excess  of  $5,000, directly or indirectly, to any of its employees, officers or
directors  or  to their respective spouses or children, in any amount whatsoever
other  than  in connection with expenses or advances of expenses incurred in the
ordinary  course  of  business or relocation expenses of employees, officers and
directors,  nor is the Company contemplating such indebtedness as of the date of
this Agreement.  To the Company's knowledge, none of said employees, officers or
directors,  or any member of their immediate families, is directly or indirectly
indebted  to  the  Company  (other  than  in  connection  with  purchases of the
Company's  stock)  or have any direct or indirect ownership interest in any firm
or  corporation  with  which the Company is affiliated or with which the Company
has  a  business relationship or any firm or corporation which competes with the
Company,  nor  is  the Company contemplating such indebtedness as of the date of
this  Agreement,  except that employees, officers, directors and/or shareholders
of  the  Company may own stock in publicly traded companies (not in excess of 1%
of  the  outstanding  capital stock thereof) which may compete with the Company.
To  the  Company's  knowledge, no employee, shareholder, officer or director, or
any  member  of their immediate families, is, directly or indirectly, interested
in  any  material  contract  with  the  Company,  nor  does any such person own,
directly or indirectly, in whole or in part, any material tangible or intangible
property  that  the  Company  uses  or  contemplates using in the conduct of its
business.  The  Company  is not a guarantor or indemnitor of any indebtedness of
any  other  Person.

     3.     Representations and Warranties of the Investor.  The Investor hereby
            -----------------------------------------------
represents  and  warrants  that:


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          3.1     Authorization.  The Transaction Documents constitute valid and
                  -------------
legally binding obligations of the Investor enforceable in accordance with their
terms,  except  (i)  as  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  and  other  laws  of general application affecting
enforcement  of creditors' rights generally and (ii) as limited by laws relating
to  the  availability  of  specific  performance,  injunctive  relief,  or other
equitable  remedies.

          3.2     Purchase  Entirely  for Own Account.  The Note and the Warrant
                  -----------------------------------
to be purchased by the Investor and the Common Stock issuable upon conversion of
the  Note  and  the  Common  Stock  issuable  upon  exercise  of  the  Warrant
(collectively,  the  "Securities")  will  be  acquired  for  investment  for the
Investor's  own account and not with a view to the resale or distribution of any
part  thereof.  The  Investor represents that it has full power and authority to
enter  into  this  Agreement.

          3.3     Disclosure  of Information.  The Investor acknowledges that it
                  --------------------------
has  received all the information that it has requested relating to the purchase
of the Note and the Warrant.  The Investor further represents that it has had an
opportunity  to ask questions and receive answers from the Company regarding the
terms  and  conditions  of  the  offering  of  the  Note  and  the Warrant.  The
foregoing,  however, does not limit or modify the representations and warranties
of  the  Company  in Section 2 of this Agreement or the right of the Investor to
rely  thereon.

          3.4     Accredited Investor.  The Investor is an "accredited investor"
                  -------------------
within  the  meaning  of Rule 501 of Regulation D of the Securities and Exchange
Commission  (the  "SEC"),  as  presently  in  effect.

          3.5     Restricted Securities.  Investor understands that the Note and
                  ---------------------
the  Warrant  that  it is purchasing is characterized as "restricted securities"
under  the  federal  securities  laws  inasmuch as it is being acquired from the
Company  in  a  transaction not involving a public offering, and that under such
laws  and  applicable  regulations  such  securities  may  be  resold  without
registration  under  the Securities Act of 1933, as amended (the "Act"), only in
certain limited circumstances.  In this connection, the Investor represents that
it  is  familiar  with SEC Rule 144, as presently in effect, and understands the
resale  limitations  imposed  thereby  and  by  the  Act.

          3.6     Legends.  It  is  understood  that the certificates evidencing
                  -------
the  Note  and  the  Warrant  (and the Common Stock issuable upon conversion and
exercise  thereof,  respectively)  may bear one or all of the following legends:

          "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          AND  ARE  SUBJECT  TO  RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN
          THIS  CERTIFICATE.  THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,
          TRANSFERRED,  OR  OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION  STATEMENT  UNDER  THE  ACT  OR  AN  OPINION  OF COUNSEL,


<PAGE>

          REASONABLY  ACCEPTABLE  TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT
          THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
          REGISTRATION  UNDER  THE  ACT."

     4.     Conditions  of  the  Investor's  Obligations  at  Closing.  The
            ----------------------------------------------------------
obligations of the Investor under subsection 1.1(a) of this Agreement is subject
to the fulfillment on or before the Closing of each of the following conditions:

          4.1     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of the Company contained in Section 2 hereof shall be true on and as
of  the  Closing  with  the  same  effect  as  though  such  representations and
warranties  had  been  made  on  and  as  of  the  date  of  such  Closing.

          4.2     Performance.  The  Company  shall  have performed and complied
                  -----------
with  all  agreements,  obligations,  and conditions contained in this Agreement
that  are  required  to  be  performed  or  complied with by it on or before the
Closing.

          4.3     Compliance  Certificate.  The  President  of the Company shall
                  -----------------------
deliver  to  the  Investor,  at  the  Closing, a certificate certifying that the
conditions  specified  in  Sections  4.1 and 4.2 have been fulfilled and stating
that  there  has  been  no  adverse  change in the business, affairs, prospects,
operations,  properties,  assets,  or  condition  of the Company since ________.

          4.4     Proceedings  and  Documents.  All  corporate  and  other
                  ---------------------------
proceedings  in connection with the transactions contemplated at the Closing and
all  documents  incident  thereto  shall  be reasonably satisfactory in form and
substance to the Investor and its counsel, and they shall have received all such
counterpart original and certified or other copies of such documents as they may
reasonably  request.

          4.5     Opinion  of Company Counsel.  The Investor shall have received
                  ---------------------------
from  The Law Office of Gary C. Wykidal, an opinion, dated as of the Closing, in
form  attached  hereto  as  Exhibit  D.
                            -----------

          4.6     Good  Standing Certificates.  The Company and the Subsidiaries
                  ---------------------------
shall  have  delivered  to  the  Investor,  dated  as  of a date within five (5)
business  days  of the Closing, certificates issued by the proper authorities in
each  of  their respective jurisdictions of organization to the effect that each
of  them  is  legally  existing  and  in  good  standing.

          4.7     Secretary's  Certificate.  The Company shall have delivered to
                  ------------------------
the  Investor a certificate executed by the Secretary of the Company dated as of
the  Closing  certifying  the following matters:  (a) the resolutions adopted by
the  Company's  Board of Directors and shareholders relating to the transactions
contemplated  by this Agreement; (b) the Articles of Incorporation and Bylaws of
the  Company;  and  (c)  such other matters as Investor's counsel may reasonably
request.

          4.8      Delivery  of  Note and Warrant.6.4  Payment of Purchase Price
                   ------------------------------
The  Company  shall  have delivered the Note and the Warrant to the Investor, as
specified  in  Section  1.


<PAGE>

          4.9     Ancillary Agreements.  The Company and the Investor shall have
                  --------------------
entered into a registration rights agreement dated of even date herewith, a form
of  which is attached hereto as Exhibit E (the "Registration Rights Agreement").
                                ---------

     5.     Conditions of the Company's Obligations at Closing.  The obligations
            --------------------------------------------------
of  the  Company  to  the  Investor  under  this  Agreement  is  subject  to the
fulfillment  on or before any Closing of each of the following conditions by the
Investor:

          5.1     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of  the  Investor  contained in Section 3 shall be true on and as of
such  Closing with the same effect as though such representations and warranties
had  been  made  on  and  as  of  such  Closing.

          5.2     Payment  of Purchase Price.  The Investor shall have delivered
                  --------------------------
the  purchase  price  specified  in  Section  1.2.

          5.3      Ancillary  Agreements.  The  Company  and  the Investor shall
                   ---------------------
have  entered  into  the  Registration  Rights  Agreement.

     6.     Miscellaneous.
            --------------

          6.1     Survival  of Warranties.  The warranties, representations, and
                  -----------------------
covenants  of the Company and the Investor contained in or made pursuant to this
Agreement  shall  survive  the  execution and delivery of this Agreement and the
Closing  and  shall  in  no  way be affected by any investigation of the subject
matter  thereof  made  by  or  on  behalf  of  the  Investor  or  the  Company.

          6.2     Successors and Assigns.  This Agreement is personal to each of
                  ----------------------
the  parties  and  may  not be assigned without the written consent of the other
parties;  provided,  however,  that  any  of  the Investor shall be permitted to
          --------   -------
assign  its  rights  under  this  Agreement  and the Ancillary Agreements to any
affiliate  of  such  Purchaser.

          6.3     Governing  Law.  This  Agreement  shall  be  governed  by  and
                  --------------
construed under the laws of the State of New York as applied to agreements among
New  York  residents  entered into and to be performed entirely within New York.
The  Company (1) agrees that any legal suit, action or proceeding arising out of
or  relating to this Agreement shall be instituted exclusively in New York State
Supreme  Court,  County  of New York, or in the United States District Court for
the  Southern  District  of New York, (2) waives any objection which the Company
may  have  now or hereafter to the venue of any such suit, action or proceeding,
and  (3)  irrevocably consents to the jurisdiction of the New York State Supreme
Court, County of New York, and the United States District Court for the Southern
District  of  New  York  in  any  such  suit, action or proceeding.  The Company
further  agrees  to  accept and acknowledge service of any and all process which
may  be  served  in  any  such  suit, action or proceeding in the New York State
Supreme  Court,  County  of New York, or in the United States District Court for
the  Southern  District  of New York and agrees that service of process upon the
Company  mailed  by  certified  mail to the Company's address shall be deemed in
every  respect  effective service of process upon the Company, in any such suit,
action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS


<PAGE>

TO  A  JURY  TRIAL  OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS  AGREEMENT  OR  ANY  DOCUMENT  OR  AGREEMENT  CONTEMPLATED  HEREBY.

          6.4     Counterparts.  This  Agreement  may be executed in two or more
                  ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the same instrument. This Agreement, once
executed  by  a  party,  may be delivered to the other party hereto by facsimile
transmission  of  a copy of this Agreement bearing the signature of the party so
delivering  this  Agreement.

          6.5     Titles  and  Subtitles.  The titles and subtitles used in this
                  ----------------------
Agreement  are  used  for  convenience  only  and  are  not  to be considered in
construing  or  interpreting  this  Agreement.

          6.6     Notices.  Unless  otherwise  provided,  any  notice,
                  -------
authorization,  request  or  demand required or permitted to be given under this
Agreement  shall  be given in writing and shall be deemed effectively given upon
personal  delivery  to  the  party  to  be  notified or three (3) days following
deposit  with  the  United  States Post Office, by registered or certified mail,
postage  prepaid, or two days after it is sent by an overnight delivery service,
or  when  sent  by  facsimile with machine confirmation of delivery addressed as
follows:

          If  to  the  Investor  to:

          Ocean  Drive  Holdings,  LLC
          444  Madison  Ave,  18th  Floor
          New  York,  NY  10022
          Telecopier  No.:  (212)  202-4022
          Attention:  Daniel  Myers

          With  a  copy  to:

          Littman  &  Krooks  LLP
          655  Third  Avenue
          New  York,  NY  10017
          Telecopier  No.:  (212)  490-2990
          Attention:  Mitchell  C.  Littman,  Esq.

          If  to  Company,  to:

          Skyframes,  Inc.
          555  Anton  Boulevard,  Suite  1200
          Costa  Mesa,  CA  92626
          Telecopier  No.:
          Attention:  James  W.  France

          With  a  copy  to:

          The  Law  Office  of  Gary  C.  Wykidal


<PAGE>

          245  Fischer  Avenue,  Suite  A1
          Costa  Mesa,  CA  9262
          Telecopier  No.:  (714)  751-5428
          Attention:  Gary  Wykidal,  Esq.

Any  party  may  change  its  address  for  such communications by giving notice
thereof  to  the  other  parties  in  conformity  with  this  Section.

          6.7     Finder's  Fee.  Each  party  represents that it neither is nor
                  -------------
will  be  obligated for any finders' or brokers' fee or commission in connection
with  this  transaction.

          6.8     Expenses.  If  any  action at law or in equity is necessary to
                  --------
enforce or interpret the terms of the Transaction Documents the prevailing party
shall  be  entitled  to  reasonable  attorney's  fees,  costs,  and  necessary
disbursements  in  addition  to  any  other  relief  to  which such party may be
entitled.

          6.9     Amendments  and  Waivers.  Any  term  of this Agreement may be
                  ------------------------
amended  and  the observance of any term of this Agreement may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  only  with the written consent of the Company and the Investor.
Any  amendment  or  waiver  effected  in accordance with this paragraph shall be
binding upon each holder of any securities purchased under this Agreement at the
time  outstanding  (including  securities  into  which  such  securities  are
convertible),  each  future  holder  of  all  such  securities, and the Company.

          6.10     Severability.  If  one  or  more provisions of this Agreement
                   ------------
are  held  to  be  unenforceable  under  applicable law, such provision shall be
excluded  from  this  Agreement  and  the  balance  of  this  Agreement shall be
interpreted  as  if  such provision were so excluded and shall be enforceable in
accordance  with  its  terms.

          6.11     Entire  Agreement.  This Agreement and the documents referred
                   -----------------
to  herein  constitute the entire agreement among the parties and no party shall
be  liable  or  bound  to  any  other  party  in  any  manner by any warranties,
representations,  or  covenants  except  as  specifically  set  forth  herein or
therein.


<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  above  written.



                              SKYFRAMES,  INC.



                              By:
                              Name:  James  W.  France
                              Title:  CEO  and  President



                              OCEAN  DRIVE  HOLDINGS,  LLC



                              By:
                              Name:  Daniel  M.  Myers
                              Title:  Managing  Director