EXHIBIT 10.7


          THIS  PROMISSORY  NOTE  AND  THE SECURITIES OBTAINABLE UPON CONVERSION
          HEREOF  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED  ("THE  ACT"),  OR  THE  SECURITIES  LAWS  OF  ANY  STATE. THE
          SECURITIES  MAY  NOT  BE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE
          REGISTRATION  STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
          LAWS  OR  PURSUANT  TO  AN  APPLICABLE EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS  OF  SUCH  ACT  AND  SUCH  LAWS.

                       SENIOR CONVERTIBLE PROMISSORY NOTE

U.S.  $150,000                                                   June  16,  2003

     FOR  VALUE  RECEIVED,  Skyframes, Inc., a Utah corporation (the "Company"),
hereby  promises  to pay to the order of Ocean Drive Holdings LLC (the "Lender")
the  principal  amount  of  One  Hundred  Fifty Thousand ($150,000) Dollars (the
"Principal  Amount"),  together with interest on the Principal Amount under this
senior  convertible promissory note (this "Note") at the per annum rate of eight
(8%)  percent  (calculated  daily  on  the  basis  of  a 360-day year and actual
calendar  days  elapsed). The Principal Amount and accrued interest on this Note
shall  become due and payable in one installment on June 16, 2004 (the "Maturity
Date").

     Both  the  Principal  Amount  and  accrued interest shall be paid in lawful
money  of  the  United  States of America to the Lender at 444 Madison Ave, 18th
Floor,  New York, NY 10022, or at such other address as the Lender may designate
by  notice  in  writing  to  the  Company,  in  immediately  available  funds.

     If  any payment hereunder falls due on a Saturday, Sunday or legal holiday,
it shall be payable on the next succeeding business day and such additional time
shall  be  included  in  the  computation  of  interest.

     This  Note is issued pursuant to that certain Securities Purchase Agreement
by and between the Company and the Lender of even date herewith (the "Securities
Purchase  Agreement").  Notwithstanding  any provision to the contrary contained
herein,  this  Note  is  subject  and  entitled  to  certain  terms, conditions,
covenants  and  agreements  contained  in  the  Securities  Purchase  Agreement.
Reference  to  the  Securities  Purchase  Agreement  shall  in no way impair the
absolute  and  unconditional obligation of the Company to pay both the Principal
Amount  and  interest  hereon  as  provided  herein.  All  capitalized terms not
defined  herein  shall  have  the  meanings  ascribed  thereto in the Securities
Purchase  Agreement.

This  Note,  and  the  shares of the Company's common stock, $0.10 par value per
share  (the  "Common  Stock"),  into  which  this  Note  in convertible, is also
referred  to  in,  and  entitled  to the bene-fits of, that certain registration
rights  agreement  between the Company and the Lender of even date herewith (the
"Registration  Rights  Agreement").


<PAGE>

     1.     Senior.  The  indebtedness evidenced by this Note and the payment of
            ------
the  Principal  Amount  and  interest  thereof  shall  be Senior (as hereinafter
defined) to, and have priority in right of payment over, all indebtedness of the
Company.  "Senior"  shall be deemed to mean that, in the event of any default in
the  payment  of the obligations represented by this Note or of any liquidation,
insolvency,  bankruptcy,  reorganization, or similar proceedings relating to the
Company,  all  sums  payable  on  this  Note,  shall first be paid in full, with
interest,  if  any,  before any payment is made upon any other indebtedness, now
outstanding  or  hereinafter  incurred,  and,  in any such event, any payment or
distribution  of  any  character  which  shall  be  made in respect of any other
indebtedness  of  the Company, shall be paid over to the holder of this Note for
application  to  the payment hereof, unless and until the obligations under this
Note  (which  shall  mean the Principal Amount and other obligations arising out
of, premium, if any, interest on, and any costs and expenses payable under, this
Note)  shall  have  been  paid  and  satisfied  in  full.

     2.     Conversion.
            -----------
          (a)  Conversion.  At the option of the Holder, all or a portion of the
               ----------
outstanding Principal Amount, together with accrued but unpaid interest, on this
Note  shall  convert  into  shares of the Company's Common Stock.  The number of
shares  of  Common Stock to be issued upon such conversion shall be equal to the
quotient  obtained by dividing (i) the Principal Amount, plus accrued but unpaid
interest  by  (ii)  0.50  per  share (the "Conversion Price"). Any fraction of a
share of Common Stock resulting from this calculation shall be rounded upward to
the  next  whole share.  The Company covenants to cause such shares, when issued
pursuant to this Section 2(a), to be fully paid and nonassessable, and free from
all  taxes,  liens  and charges with respect to the issuance thereof, other than
any  taxes,  liens  or  charges  not  caused  by  the  Company.

          (b)  Mechanics  and  Effect  of Conversion. To exercise the conversion
               --------------------------------------
privilege,  the  Holder  shall  surrender  this  Note,  together  with a written
conversion notice, to the Company at its principal office.  This Note or portion
thereof shall be deemed to have been converted immediately prior to the close of
business  on the date of giving of such notice and the Holder, or the nominee or
nominees  of such Holder, shall be treated for all purposes as the record holder
of  the  shares of Common Stock deliverable upon such conversion as of the close
of  business  on  such  date.  At  its expense, the Company will, within 15 days
thereafter,  issue  and  deliver  to  such  Holder,  at such principal office, a
certificate  or  certificates  for  the number of shares to which such Holder is
entitled  upon  such conversion, together with any other securities and property
to  which  the  Holder  is entitled upon such conversion under the terms of this
Note.  Upon  conversion  of this Note, the Company will be forever released from
all  of  its  obligations  and  liabilities  under this Note with regard to that
portion  of  the principal amount and accrued interest being converted including
without  limitation  the  obligation to pay such portion of the principal amount
and  accrued  interest.

     3.     Reservation  of  Shares.  The  Company shall at all times have
            -----------------------
authorized and reserved for issuance a sufficient number of shares of its Common
Stock  to  provide  for  the  full  conversion  of  this  Note.

     4.     Change  of Control.  Subject to Section 9(c) hereto, in the event of
            -------------------
(i)  any  transaction  or  series  of  related  transactions  (including  any


<PAGE>

reorganization,  merger or consolidation) that results in the transfer of 50% or
more  of  the outstanding voting power of the Company, and (ii) a sale of all or
substantially  all  of  the  assets  of the Company to another person, this Note
shall  be  automatically  due  and payable. The Company will give the Lender not
less  than  ten (10) business days prior written notice of the occurrence of any
events  referred  to  in  this  Section  4.

     5.     Certain  Adjustments.  The number and class or series of shares into
            --------------------
which  this Note may be converted under Section 2 shall be subject to adjustment
in  accordance  with  the  following  provisions:

          (a)  Adjustment for Reorganization or Recapitalization. If, while this
               --------------------------------------------------
Note  remains  outstanding  and  has  not  been  converted,  there  shall  be  a
reorganization  or recapitalization (other than a combination, reclassification,
exchange  or subdivision of shares otherwise provided for herein), all necessary
or  appropriate  lawful  provisions  shall  be  made  so  that  the Lender shall
thereafter  be  entitled  to  receive upon conversion of this Note, the greatest
number  of  shares of stock or other securities or property that a holder of the
class  of  securities  deliverable  upon conversion of this Note would have been
entitled  to receive in such reorganization or recapitalization if this Note had
been converted immediately prior to such reorganization or recapitalization, all
subject  to  further adjustment as provided in this Section 5.  If the per share
consideration  payable  to the Lender for such class of securities in connection
with any such transaction is in a form other than cash or marketable securities,
then  the  value  of such consideration shall be determined in good faith by the
Company's  Board of Directors.  The foregoing provisions of this paragraph shall
similarly  apply  to  successive reorganizations or recapitalizations and to the
stock  or  securities  of  any other corporation that are at the time receivable
upon  the  conversion of this Note.  In all events, appropriate adjustment shall
be  made in the application of the provisions of this Note (including adjustment
of  the  conversion  price  and  number  of  shares into which this Note is then
convertible  pursuant  to the terms and conditions of this Note) with respect to
the  rights  and  interests of the Lender after the transaction, to the end that
the  provisions  of  this  Note shall be applicable after that event, as near as
reasonably  may  be,  in relation to any shares or other property deliverable or
issuable  after  such reorganization or recapitalization upon conversion of this
Note.

          (b)  Adjustments  for  Split, Subdivision or Combination of Shares. If
               --------------------------------------------------------------
the  Company  at  any  time while this Note remains outstanding and unconverted,
shall  split  or  subdivide  any class of securities into which this Note may be
converted into a different number of securities of the same class, the number of
shares  of such class issuable upon conversion of this Note immediately prior to
such  split or subdivision shall be proportionately increased and the conversion
price  for  such  class of securities shall be proportionately decreased. If the
Company  at any time while this Note, or any portion hereof, remains outstanding
and  unconverted  shall combine any class of securities into which this Note may
be  converted,  into  a  different  number  of securities of the same class, the
number of shares of such class issuable upon conversion of this Note immediately
prior  to such combination shall be proportionately decreased and the conversion
price  for  such  class  of  securities  shall  be  proportionately  increased.

          (c)  Adjustments  for  Dividends  in  Stock  or  Other  Securities  or
              ------------------------------------------------------------------
Property.  If,  while this Note remains outstanding and unconverted, the holders
---------


<PAGE>

of  any  class of securities as to which conversion rights under this Note exist
at  the  time shall have received, or, on or after the record date fixed for the
determination  of  eligible stockholders, shall have become entitled to receive,
without  payment  therefor,  other  or  additional  stock or other securities or
property  (other  than cash) of the Company by way of dividend, then and in each
case,  this Note shall represent the right to acquire, in addition to the number
of shares of such class of security receivable upon conversion of this Note, and
without  payment  of  any  additional consideration therefor, the amount of such
other  or  additional stock or other securities or property (other than cash) of
the  Company  that  such holder would hold on the date of such conversion had it
been the holder of record of the class of security receivable upon conversion of
this Note on the date hereof and had thereafter, during the period from the date
hereof to and including the date of such conversion, retained such shares and/or
all  other  additional  stock  available  by it as aforesaid during said period,
giving effect to all adjustments called for during such period by the provisions
of  this  Section  5.

     6.     Further Adjustments.  In case at any time or, from time to time, the
            -------------------
Company  shall  take  any action that affects the class of securities into which
this  Note may be converted, other than an action described herein, then, unless
such  action  will  not  have a materially adverse effect upon the rights of the
Lender,  the  number of shares of such class of securities (or other securities)
into  which  this  Note is convertible shall be adjusted in such a manner and at
such  time  as  shall  be  equitable  in  the  circumstances.

     7.     Certificate  as  to  Adjustments.  Upon  the  occurrence  of  each
            ---------------------------------
adjustment  or  readjustment  pursuant to Section 5 or Section 6, the Company at
its  sole  expense  shall  promptly  compute  such adjustment or readjustment in
accordance with the terms hereof and furnish to the Lender a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such  adjustment  or  readjustment is based. The Company shall, upon the written
request  at any time of the Lender, furnish or cause to be furnished to Lender a
like  certificate setting forth (i) such adjustments and readjustments, and (ii)
the  number  and  class  of securities and the amount, if any, of other property
which  at  the  time  would  be  received upon the conversion of this Note under
Section  2.

     8     Affirmative  Covenants.  The Company covenants and agrees that, while
           ----------------------
any  amounts  under  this  Note  are  outstanding,  it  shall:

          (a)  Do  all  things  necessary to preserve and keep in full force and
effect  its  corporate existence, including, without limitation, all licenses or
similar  qualifications  required  by  it  to  engage  in  its  business  in all
jurisdictions  in  which it is at the time so engaged; and continue to engage in
business  of the same general type as conducted as of the date hereof;  and (ii)
continue  to conduct its business substantially as now conducted or as otherwise
permitted  hereunder;

          (c)  Pay  and  discharge  promptly when due all taxes, assessments and
governmental  charges or levies imposed upon it or upon its income or profits or
in  respect  of  its  property  before  the  same  shall become delinquent or in
default, which, if unpaid, might reasonably be expected to give rise to liens or
charges  upon  such  properties  or  any part thereof, unless, in each case, the
validity  or  amount  thereof  is  being  contested in good faith by appropriate


<PAGE>

proceedings  and  the  Company  has  maintained  adequate  reserves with respect
thereto  in  accordance  with  GAAP;

          (d)  Comply in all material respects with all federal, state and local
laws  and  regulations,  orders,  judgments,  decrees,  injunctions,  rules,
regulations, permits, licenses, authorizations and requirements applicable to it
(collectively,  "Requirements")  of  all  governmental  bodies,  departments,
commissions,  boards,  companies  or associations insuring the premises, courts,
authorities, officials or officers which are applicable to the Company or any of
its  properties, except where the failure to so comply would not have a material
effect  on the Company or any of its properties; provided, however, that nothing
                                                 --------  -------
provided  herein  shall  prevent the Company from contesting the validity or the
application  of  any  Requirements;

          (e)  Keep  proper  records  and  books  of account with respect to its
business  activities, in which proper entries, reflecting all of their financial
transactions,  are  made  in  accordance  with  GAAP;  and

          (f)  Notify  the Lender in writing, promptly upon learning thereof, of
any  litigation or administrative proceeding commenced or threatened against the
Company  which  involve  a  claim  in  excess  of  $50,000.

     9.     Negative Covenants.  The Company covenants and agrees that while any
            ------------------
amount  of  this  Note  is  outstanding  it  will  not  directly  or indirectly:

          (a)  Enter  into any bank or other non-trade indebtedness for borrowed
money in excess of $10,000, in a single transaction or in the aggregate, without
the  prior  written  consent  of  the  Lender,  provided  that in all cases such
indebtedness  is  junior  to  the  indebtedness  evidenced  by  the  Note;

          (b) Guarantee, assume or otherwise become responsible for (directly or
indirectly)  the  indebtedness,  performance, obligations, of any person, or the
agreement  by the Company or any of its subsidiaries to do any of the foregoing,
without  the  prior  written  consent  of  the  Lender;

          (c)     Declare or pay, directly and indirectly, any dividends or make
any  distributions,  whether  in  cash,  property,  securities  or a combination
thereof,  with  respect  to  (whether  by reduction of capital or otherwise) any
shares  of  its capital stock (including without limitation any preferred stock)
or  directly  or  indirectly  redeem,  purchase, retire or otherwise acquire for
value  any  shares of any class of its capital stock or set aside any amount for
any  such  purpose;

          (d)     Consolidate  with  or  merge  into  any other person, or sell,
lease, transfer or assign to any persons or otherwise dispose of (whether in one
transaction  or a related series of transactions) 1% or more of its consolidated
properties  or  assets  (whether  now  owned  or  hereafter acquired), or permit
another  person  to  merge  into  it;


<PAGE>

          (e)     Own,  purchase  or  acquire  any stock, obligations, assets or
securities  of,  or any interest in, or make any capital contribution or loan or
advance  of  money,  credit  or property to, any other person, or make any other
investments,  except  that the Company may own, purchase or acquire (i) existing
subsidiaries  or  subsidiaries  formed  for  the  purposes  of  facilitating
acquisitions  or  carrying  out  the  ordinary  business  of  the  Company; (ii)
certificates  of  deposits  of any commercial banks registered to do business in
any  state  of  the  United  States  having  capital  and  surplus  in excess of
$50,000,000;  (iii)  readily marketable, direct obligations of the United States
government  or  any agency thereof which are backed by the full faith and credit
of  the United States; and (iv) investments in prime commercial paper; provided,
                                                                       --------
however,  that  in  each  case  mentioned  in  (ii),  (iii)  or (iv) above, such
-------
obligations  shall  mature  not  more than 180 days from the date of acquisition
thereof;  and

          (f)  Sell,  transfer,  discount  or  otherwise dispose of any claim or
debt  owing to it, including, without limitation, any notes, accounts receivable
or  other  rights to receive payment, except for reasonable consideration and in
the  ordinary  course  of  business.

     10.     Events  of  Default.  The entire unpaid Principal Amount under this
             -------------------
Note and the interest due thereon shall forthwith become and be due and payable,
without  presentment,  demand, protest or other notice of any kind, all of which
are  hereby expressly waived, if any one or more of the following events (herein
called  "Events  of Default") shall have occurred (for any reason whatsoever and
whether  such  happening  shall  be voluntary or involuntary or come about 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)  and  be  continuing at the time of such
notice,  except to the extent contemplated by the opening paragraph hereof, that
is  to  say:

          (a)  the  Company  shall (i) fail to pay any amounts owed hereunder as
required under the terms of this Note or (ii) have an event of default occur and
be  continuing  under  indebtedness  of the Company (other than this Notes) such
that  the  holders  of such indebtedness have declared the outstanding principal
and  accrued  interest  to  be  immediately  due  and  payable;

          (b)  if  the  Company  shall:

               (i)  admit in writing its inability to pay its debts generally as
they  become  due;
               (ii)  file  a  petition  in  bankruptcy  or  a  petition  to take
advantage  of  any  insolvency  act;
               (iii)  make  an  assignment  for  the  benefit  of  creditors;
               (iv) consent to the appointment of a receiver of the whole or any
substantial  part  of  its  assets;
               (v)  on a petition in bankruptcy filed against it, be adjudicated
a  bankrupt;  or


<PAGE>

               (vi)  file  a  petition  or  answer  seeking  reorganization  or
arrangement  under  the  Federal  bankruptcy laws or any other applicable law or
statute  of  the  United  States  of America or any State, district or territory
thereof;

          (d)  if  a  court  of  competent  jurisdiction  shall  enter an order,
judgment,  or  decree appointing, without the consent of the Company, a receiver
of  the  whole  or  any  substantial  part  of Company's assets, and such order,
judgment  or  decree  shall not be vacated or set aside or stayed within 90 days
from  the  date  of  entry  thereof

          (e) if, under the provisions of any other law for the relief or aid of
debtors,  any court of competent jurisdiction shall assume custody or control of
the  whole  or  any  substantial  part  of  Company's assets and such custody or
control  shall  not  be  terminated  or  stayed  within 90 days from the date of
assumption  of  such  custody  or  control;  or

          (f)  the  Company  shall default in the performance of, or violate any
representation  or  warranty  contained in the Securities Purchase Agreement and
the  Registration  Rights Agreement or in any written statement pursuant thereto
or  hereto,  report, financial statement or certificate made or delivered to the
Lender  by  the Company shall be untrue or incorrect in any material respect, as
of  the  date  when  made  or  deemed  made;  or

     11.     Remedies.  In  case  any  one  or  more  of  the  Events of Default
             --------
specified in Section 10 hereof shall have occurred and be continuing, the Lender
may proceed to protect and enforce its rights either by suit in equity and/or by
action at law, whether for the specific performance of any covenant or agreement
contained  in  this  Note or in aid of the exercise of any power granted in this
Note, or the Lender may proceed to enforce the payment of all sums due upon this
Note  or  to  enforce  any  other legal or equitable right of the Lender, if not
cured  within  (5)  business  days  of  notice  of  the  event  of  default.

     12.     Amendments  and  Waivers.  Any term of this Note may be amended and
             ------------------------
the  observance of any term of this Note may be waived (either generally or in a
particular  instance and either retroactively or prospectively) with the written
consent  of  the  Company  and  the  Lender.

     13.     Notices. All notices, requests, consents, and other communications
             -------
under  this Note shall be in writing and shall be deemed delivered (i) three (3)
business  days  after being sent by registered or certified mail, return receipt
requested,  postage  prepaid or (ii) one (1) business day after being sent via a
reputable  nationwide  overnight  courier service guaranteeing next business day
delivery,  in  each  case  to  the  intended  recipient  as  set  forth  below:

     If  to  the  Company:

     Skyframes,  Inc.
     555  Anton  Boulevard,  Suite  1200
     Costa  Mesa,  California  92626
     Attention:  James  W.  France
     Facsimile:


<PAGE>

     With  a  copy  to:
     The  Law  Office  of  Gary  C.  Wykidal
     245  Fischer  Avenue,  Suite  A1
     Costa  Mesa,  CA  92626
     Telecopier  No.:  (714)  751-5428
     Attention:  Gary  Wykidal,  Esq.

     If  to  the  Lender:

     Ocean  Drive  Holdings  LLC
     444  Madison  Avenue,  18th  Floor
     New  York,  NY  10022
     Attention:  Daniel  Myers
     Facsimile:  (212)  202-4022

     With  a  copy  to:
     Littman  Krooks  LLP
     655  Third  Avenue
     New  York,  NY  10017
     Attention:  Mitchell  C.  Littman,  Esq.
     Facsimile:  (212)  490-2990

               (ii)  Any  party  may  give any notice, request, consent or other
communication  under  this  Note  using  any  other  means  (including,  without
limitation,  personal delivery, messenger service, telecopy, first class mail or
electronic  mail),  but  no such notice, request, consent or other communication
shall be deemed to have been duly given unless and until it is actually received
by  the party for whom it is intended. Any party may change the address to which
notices,  requests,  consents  or  other  communications  hereunder  are  to  be
delivered  by  giving  the  other parties notice in the manner set forth in this
Section.

     14. Conflicting Agreements. In the event of any inconsistencies between the
        ----------------------
terms  of  this  Note  and  the  terms of any other document related to the loan
evidenced  by  this  Note,  the  terms  of  this  Note  shall  prevail.

     15.     Severability.  The unenforceability or invalidity of any provision
             ------------
or  provisions  of this Note as to any persons or circumstances shall not render
that  provision  or  those  provisions  unenforceable or invalid as to any other
provisions  or  circumstances, and all provisions hereof, in all other respects,
shall  remain  valid  and  enforceable.

     16.     Governing  Law.  This Note shall be governed by and construed under
             --------------
the  laws  of  the State of New York, without giving effect to the principles of
conflicts  of  laws.

     17.     Waivers.  The nonexercise by either party of any of its rights
             -------
hereunder  in  any  particular instance shall not constitute a waiver thereof in
that  or  any  subsequent  instance.

     18.     Lost Documents.  Upon receipt by the Company of evidence
             --------------
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any  Note  exchanged  for it, and (in the case of loss, theft or destruction) of
indemnity  satisfactory  to  it,  and  upon  reimbursement to the Company of all
reasonable  expenses  incidental thereto, and upon surrender and cancellation of
such  Note, if mutilated, the Company will make and deliver in lieu of such Note
a  new  Note  of  like  tenor  and  unpaid  principal amount and dated as of the
original  date  of  this  Note.

                            [Signature Page Follows]


<PAGE>

     IN  WITNESS  WHEREOF, the Company has caused its duly authorized officer to
execute  this  Note  as  of  the  date  first  written  above.



                                              SKYFRAMES,  INC.


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




Acknowledged  and  Accepted:

OCEAN  DRIVE  HOLDINGS  LLC


By  ___________________________________
     Name:
     Title: