EMPLOYMENT AGREEMENT

THIS AGREEMENT,  made this 1st day of February,  2003, by and between  SKYFRAMES
INC.   ("Corporation")  and  SKY  FRAMES  INC.,  ("SKY  FRAMES"),  A  California
corporation,  with their principal  offices  located in Costa Mesa,  California,
hereinafter  sometimes  collectively  referred  to as SKY  FRAMES  and  JAMES W.
FRANCE, JR.,  ("France") an individual,  residing in Powell,  Ohio,  hereinafter
sometimes referred to as "France." BACKGROUND INFORMATION

WHEREAS, France is President and CEO of SKY FRAMES, and

WHEREAS,  SKY FRAMES recognizes France's  experience,  background in operations,
communications,  finance, management, manufacturing, and promotion and marketing
of SKY FRNMES products and Services, and

IT IS THEREFORE AGREED:

1.   Terms and Duties.  SKY FRAMES hereby employs France for a period of one (1)
     year,  from  February 1, 2003 to January 31,  2004- France shall devote his
     best  efforts  and  towards  the  advancement  of SKY  FRAMES,  subject  to
     reasonable vacations compatible with his position, and shall be employed as
     President/CEO  of SKY FRAMES and/or SKY FRAMES INC,  performing such duties
     as are from time to time  prescribed  by, and  reporting  directly  to, the
     Board of  Directors.  France and SKY FRAMES  shall have the option to renew
     this  Agreement  for an  additional  period of three (1) year under similar
     terms and conditions as are contained herein by mutual agreement in writing
     ninety (90) days prior to the expiration date of this Agreement.

Compensation

SKY FRAMES shall pay France the following compensation

     a.   An annual base salary of $60,000 (Sixty Thousand  Dollars)  Payable in
          equal  semimonthly  installments on the 1st and 15th day of the month,
          provided that if the period of employment hereunder shall terminate on
          any day other  than the 1st or 15th day of a calendar  month,  then in
          that  event said  installments  shall be  prorated.  In the event that
          France's  employment  is terminated  while this  Agreement is in force
          other than for Proper Cause  pursuant to  paragraph 7b hereof,  France
          shall  be  paid  all  salary  to  which)  he is  entitled  under  this
          Employment  Agreement  for  (90)  ninety  days  after  the date of his
          termination.  The first  month  shall be paid upon  execution  of this
          agreement.  Upon completion of a second round of financing of not less
          than  $500,000  France's  Pay will  increase  to an  annual  salary of
          $120,000 effective immediately upon a closing.

     b.   As an  additional  incentive  to FRANCE,  SKY  FRAMES  agrees to grant
          500,000 fully paid up shares (no par value) to FRANCE as an inducement
          to France to accept the position with SKY FRAMES. These shares will be
          considered earned as follows:

          1)   25,000 upon execution of this agreement, and

          2)   25,000 per month thereafter for the first year,

          3)   Upon completion of the $500,000 or greater funding round,  FRANCE
               shall receive an additional 250,000 shares.

     c.   For purpose of each  succeeding  twelve  month  period after the first
          year of this  Agreement,  said annual base salary shall be  increased,
          the amount to be  negotiated  annually at least thirty (30) days prior
          to the anniversary date of this Agreement.

     In no event  shall the annual  increase  be less than a five  percent  (5%)
increase over the annual base salary for the preceding twelve month period.

     d.   If both Ii) a Change in  Control  occurs ond (~i) any  Adverse  Effect
          occurs in  contemplation  of, in connection  with, or within 18-months
          after a Change in Control, France shall be entitled, within 30 days of
          the date of the Adverse Effect, to a cash payment equal to the maximum
          amount  permitted  to be received  under  Section 280G of the Internal
          Revenue  Code of 19B6 as now in effect  (the  "Code"),  which will not
          result in the payment to an excess  parachute  payment,  as defined in
          Section  280G.  A Change in Control  shall be deemed to have  occurred
          when any person or entity or group of persons or entities

          (1)  acquires  35% or more of the voting power of  Corporation  or SKY
               FRAMES stock with respect to the election of directors,

          (2)  elects a majority of the Board of Directors of Corporation or SKY
               FRAMES,

          (3)  acquires a majority of the operating assets of Corporation or SKY
               FRAMES, or

          (4)  otherwise  acquires  effective  control  of  Corporation  or  SKY
               FRAMES. An Adverse Effect shall be deemed to have occurred when

          (1)  France ceases to be a director of Corporation or SKY FRAMES,

          (2)  the employment of France is terminated,

          (3)  there is a material  reduction of the responsibility or authority
               of France with respect to the business  operations of Corporation
               OL' SKY FRAMES, or

          (4)  there is a material  adverse change in the benefits,  perquisites
               or working  conditions  of France.  In no event shall  payment be
               made under  this  Agreement,  which  would  constitute  an excess
               parachute payment.

3.   Election as Officer and  Director.  It is mutually  understood  that France
     will be employed  presently  as  President  of SKY FRAMES,  that he will be
     retained in such position with either SKY FRAMES Corporation throughout his
     employment  with  SKY  FRAMES,  and  that he be a  member  of the  Board of
     Directors 0: SKY FRAMES  Corporation  for a term equal to the period of his
     employment  under this Agreement.  The Board of Directors will use its best
     efforts to nominate  France for  election as a director  and to support the
     election of France as a director. Election of France as a director shall be
     a condition to the  obligation of France under this  Agreement,  but not to
     the  ob1.igations  of SKY FRAMES under this  Agreement or any stock options
     that may be held by France.

4.   Fringe  Benefits.  France shall be entitled to participate in all executive
     fringe  benefit  programs  including  but not  limited  to, life and health
     insurance,  auto allowance and other ordinary benefits,  in the same manner
     as such programs are  provided/offered  to other employees and/or directors
     of the  Corporation.  France  shall be  entitled to at least three weeks of
     paid vacation per year.  For each year during the terms of this  Agreement,
     when and if any stock  options are  available or a plan is created,  France
     shall  earn on each  anniversary  of the date of this  Agreement  the right
     (option) to purchase 10,000 (Ten Thousand)  shares of the common stock $.10
     par value  ("Shares")  of SKY  FRAMES at the option  price of $.10  (10/100
     dollars) per share.  The option shall  immediately be exercisable and shall
     be exercisable for a period ending on the earlier of

     (i)  five years after the date of grant or

     (ii) 90 days after the  termination  of France's  employment,  for whatever
          reason.  Options granted under any Plan adopted by SKY FRAMES shall be
          paid [or in the manner  provided in the Plan; all other options may be
          paid in cash,  upon  surrender  of Share$  (valued at the fair  market
          value  as of  the  date  of  surrender),  or  any  combination  of the
          foregoing.  SKY FRAMES may permit  France to  satisfy,  in whole or in
          part, any  withholding tax  obligations.  No options granted to France
          under this  Agreement  shall be an Incentive  Stock Option  within the
          meaning of Section 422A of the Code.  The number of Shares  subject to
          the  options   referred  to  in  this  Section  4  shall  be  adjusted
          appropriately to reflect any stock splits, reverse stock splits, sLock
          dividends  or  other  changes  in the  Shares.  France  shall  also be
          entitled to  reimbursement of any attorney's fees or costs incurred by
          France in connection with

          (l)  the negotiation, execution or enforcement of this Agreement, and

          (2)  subject  to  final  approval  by the  Board of  Directors  of SKY
               FRAMES,  any other matters related to SKY FRAMES and its business
               as to which France seeks legal advice or assistance  from private
               council.

5.   Expenses.  France is authorized to incur reasonable  expenses for promoting
     the business of SKY FRAMES,  including expenses for entertainment,  travel,
     housing,  and similar items as deemed  necessary for conducting the affairs
     of SKY FRAMES business.  SKY FRAMES shall reimburse France for all expenses
     upon the presentation by France,  from time to time, of an itemized account
     of such expenditures.

6.   Illness or Incapacity. If during the term of this Agreement,  France should
     be prevented from  performing his duties by reason of illness or incapacity
     to such an  extent  and for such a  period  of time as  would  make  France
     eligible  to  receive  benefits  for total  disability  under any 1ong term
     disability program or policy of SKY FRAMES providing for income replacement
     of at least 70% of  France's  base  salary,  then SKY  FRAMES  shall not be
     obligated  to pay France any annual base  salary for any period  during the
     remaining  Lerm of this  Agreement for which France is entitled to benefits
     for total disability.

7.   Termination.

     a.   Subject to the payment of  provisions  of paragraph 2a, 2b, 2c and 2d,
          above,  SKY FRAMES may terminate the employment of France at any time,
          without cause.

     b.   SKY  FRAMES may  terminate  the  employment  of France at any time for
          Proper Cause. Proper Cause shall mean

          (l)  the conviction of France of a felony,

          (2)  willful  failure by France to perform the material  duties of his
               employment under this Agreement, or

          (3)  any intentional act of dishonesty or intentional  breach of trust
               or good faith affecting the  Corporation or SKY FRAMES.  No event
               shall constitute Proper Cause unless

               (a)  France is  provided  with  written  notice of the  events or
                    actions believed to constitute Proper Cause,

               (b)  France  fails to  substantially  cure the  events or actions
                    within 30 days of the date he actually receives such notice,
                    and

               (c)  A two-thirds  majority of the Board of Directors  (excluding
                    France)   concludes,   after   providing   France   with  an
                    opportunity (1) present facts and arguments and a hearing on
                    the issues,  that an event or action described in (2) or (3)
                    has  occurred,  that  France  has  failed  to make  his best
                    efforts  to cure the event or action  or its  effects,  that
                    France  did not  believe  in good  faith or have  reason  to
                    believe in causing  the event or action to occur that he was
                    acting  in  the  best  interest  of The  Corporation  or SKY
                    FRAMES, and that it is the best interest of The' Corporation
                    and SKY FRAMES to treat the event or action as  constituting
                    Proper Cause.

     c.   If France dies during the term of this Agreement, SKY FRAMES shall pay
          to his estate or other  designated  beneficiary all base salary earned
          to the date of his death and all rights to  purchase  stock under this
          Agreement or any options held by France  shall be  exercisable  by his
          estate for six months following the date of his death.

8.   Non-Competition  Confidential  Information.  During  the  term of  France's
     employment  with SKY FRAMES as described in Section 1 and for an additional
     period of one year thereafter  (unless France's  employment shall have been
     terminated without Proper Cause),  France will not, directly or indirectly,
     as proprietor,  partner, officer, employee, consultant or agent, within the
     United  States,  sell,  or assist  any person in the sale of,  products  or
     services  similar to those sold  during the term of this  Agreement  by SKY
     FRAMES,  Corporation,  or any of their subsidiaries.  France agrees not, at
     any time,  either  directly or indirectly,  to disclose or to make known to
     any other person, firm or corporation, any confidential information,  trade
     secret or proprietary  information  of SKY FRAMES or  Corporation  that may
     have  acquired  in  the  performance  of  his  duties  for  SKY  FRAMES  or
     Corporation.  France  acknowledges  compliance  with the provisions of this
     Section  are  necessary  to  protect  the  business  and other  proprietary
     interests  of SKY FRAMES and  Corporation,  and that a breach or any of the
     agreement contained therein may result in irreparable and continuing damage
     to such  entities for which there will be no remedy at law.  France  agrees
     that in the event of any breach of this Section, Corporation and SKY FRAMES
     shall each be  entitled  to  injunction  relief,  in addition to such other
     remedies available at law or in equity. If any provision of this Section is
     held to be unenforceable,  invalid,  are void to any extent for any reason,
     that  provision  shall  remain in force and  effect to the  maximum  extent
     allowable,  if any, and the  enforceability  and validity of the  remaining
     provisions of this Agreement shall not be affected thereby.

9.   General Indemnification.  Corporation and SKY FRAMES shall indemnify France
     if he was a party or is  threatened  to be made a party to any  threatened,
     pending or completed  action,  suit or proceeding,  whether civil criminal,
     administrative o~' investigative (including,  without limitation to, an act
     by or in the right of SKY FRAMES) by reason of the fact that he is or was a
     director, officer, employee, or agent of corporation or SKY FRAMES or is or
     was  serving at the  request of  Corporation  or SKY FRAMES as a  director,
     trustee,  officer,  employee,  partner,  joint venture partner, or agent of
     another Corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorney's fees), Agreements, fines and amounts
     paid in settlement  actually and  reasonably  incurred by him in connection
     with such  action,  suit or  proceeding  if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of Corporation or SKY FRAMES,  and, with respect to any criminal  action or
     proceeding, had no reasonable cause to believe his conduct was unlawful. No
     indemnification  shall be made in respect to any derivative claim, issue or
     matter as to which  France  shall  have been  adjudged  to be liable to the
     Corporation or SKY FRAMES unless, and only to the extent that, the court in
     which such  action or suit was brought  shall  determine  upon  application
     that,  despite  the  adjudication  of  liability,  but in  view  of all the
     circumstances  of the case,  France fair1y and reasonably is entitled to be
     indemnified  for  such  expenses.   Expenses  {including  attorney's  fees}
     incurred in  defending  any civil or criminal  action,  suit or  proceeding
     referred to in this Section shall he paid by Corporation  and SKY FRAMES in
     advance of the final  disposition of such action,  suit or proceeding  upon
     receipt of an  undertaking by or on behalf of France to repay' such amount,
     unless  it  shall  ultimately  be  determined  that  he is  entitled  to be
     indemnified  by SKY FRAMES or  Corporation  as  authorized in the preceding
     sentences. The indemnification provided by this Section shall not be deemed
     exclusive of any other  rights to which France shall be entitled  under the
     common law or the General  Corporation  Law of the State of Delaware or the
     Certificate of  Incorporation or Bylaws of Corporation or SKY FRAMES or any
     agreement,   vote  of  their  respective   shareholders  or  directors,  or
     otherwise, both or as to action in his official capacity or as to action in
     another  capacity  while holding such office,  and shall continue after the
     termination  of this  Agreement  and shall  inure to the  benefits of their
     heirs, executors and administrators of France.

10.  Assignments  and Liability.  This  Agreement  shall inure to the benefit of
     France and his successors or assigns.  All  obligations  and liabilities of
     SKY  FRAMES  under  this  Agreement  shall be  jointly  and  severally  the
     obligations of Corporation and SKY FRAMES.

11.  Arbitration. In the event or any dispute under this Agreement, such dispute
     shall be settled by arbitration in Columbus,  Ohio, in accordance  with the
     then  prevailing  rules  of  the  American  Arbitration  Association,   and
     judgement  upon the award may be entered in any court  having  jurisdiction
     thereof.

12.  This Agreement. This Agreement constitutes all of the agreements which have
     been made between the parties and no attempt  shall be made by either party
     to assert that on,  before or  simultaneously  with the  execution  of this
     Agreement  there were any other  agreements.  Promises  representations  or
     understandings  made by any of them with  respect to the matters  contained
     herein or to the  relationship  between the parties,  This Agreement is not
     subject to  reinterpretation  or change except by written  agreement of the
     parties hereto.

13.  Governing Law. This Agreement has been executed in the State of California.
     All questions concerning this Agreement and performance  hereunder shall be
     judged and resolved in accordance with the lams of the State of California.

     IN WITNESS  WHEBEOF,  the parties have  hereunder set their hands as of the
date first hereinbefore written, SKY FRAMES INC.