EXHIBIT 10.9

                                 SKYFRAMES, INC.

                          REGISTRATION RIGHTS AGREEMENT

     This  REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June 16,
2003,  is  made  by  and  between  Skyframes,  Inc.,  a  Utah  corporation  (the
"Company"),  and  Ocean Drive Capital Holdings LLC, a New York limited liability
company  (the  "Investor").

     WHEREAS,  in  connection with that certain Securities Purchase Agreement by
and  between the Company and the Investor of even date herewith (the "Securities
Purchase  Agreement"),  the  Company  desires  to  sell to the Investor, and the
Investor desires to purchase from the Company, (a) a convertible promissory note
(the  "Note"),  and  (b) a warrant (the "Warrant") to purchase 150,000 shares of
the  Company's  common stock, $0.10 par value per share (the "Common Stock") for
an  aggregate  purchase  price of One Hundred Fifty Thousand ($150,000) Dollars;
and

     WHEREAS,  to induce the Investors to purchase the Note and the Warrant, the
Company  has  agreed to register the shares of Common Stock into which the Notes
are  convertible  and  the  shares of Common Stock issuable upon exercise of the
Warrant  pursuant  to  the  terms  of  this  Agreement;

     NOW,  THEREFORE,  the Company and the Investor hereby covenant and agree as
follows:

     1.     Certain Definitions.  As used in this Agreement, the following terms
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shall  have  the  following  respective  meanings:

     "Commission"  shall  mean  the  Securities  and Exchange Commission, or any
other  federal  agency  at  the  time  administering  the  Securities  Act.

     "Common  Stock"  shall mean the common stock, par value $0.10 per share, of
the  Company.

     "Eligible  Securities"  shall  mean  all  Registrable Securities other than
Excluded  Securities.

     "Exchange  Act" shall mean the Securities Exchange Act of 1934, as amended,
and  the  rules  and  regulations  of the Commission thereunder, all as the same
shall  be  in  effect  at  the  time.

     "Excluded  Securities"  shall  mean Registrable Securities that are free of
restriction  on  resale  under the Securities Act (by removal of all restrictive
legends,  instructions  to transfer agent or otherwise) pursuant to Rule 144(k).

     "Register,"  "registered"  and  "registration"  each  shall  refer  to  a
registration  effected  by  preparing  and  filing  a  registration statement or
statements  or  similar  documents in compliance with the Securities Act and the
declaration  or  ordering  of  effectiveness  of  such registration statement or
document  by  the  Commission.


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     "Registrable  Securities"  shall  mean  (i)  the Common Stock issuable upon
conversion  of  the  Note,  (ii)  the Common stock issuable upon exercise of the
Warrant,  and  (iii)  any other shares of Common Stock otherwise acquired by the
Investor, but excluding any shares of Common Stock satisfying clause (i) or (ii)
above  but  which shares (x) are eligible for resale under Rule 144A, or (y) are
sold  by  the  Investor  in  a  transaction in which the Investor's registration
rights  under  this  Agreement  have  not  been  assigned.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules  and regulations of the Commission thereunder, all as the same shall be in
effect  at  the  applicable  time.

     "Capitalized terms" used but not defined herein shall have the meanings set
forth  in  the  Securities  Purchase  Agreement.

     2.     Automatic  Registration
            -----------------------

          (a)  On or before July 31, 2003 (the "Registration Date"), the Company
shall  file  with  the  Commission  a Registration Statement on Form S-3 or such
other  appropriate  form  in  accordance  with  the Securities Act, covering the
Registrable  Securities.

          (b) The Company shall use commercially reasonable efforts to have such
registration  statement  declared  effective  within ninety (90) days after such
filing, and to maintain the effectiveness and use of such registration statement
for  a  period  of  no less than the earlier of (i) the date on which all of the
Registrable Securities may be resold without restriction pursuant to Rule 144(k)
under  the  Securities  Act,  or  (ii)  the date on which all of the Registrable
Securities  have  been  sold.

     3.     Piggyback  Registration.
            -----------------------

          (a)  If  the  Company,  at  any  time  during  the two (2) year period
commencing  after  the  date  hereof, proposes to register any of its securities
under  the Securities Act for sale to the public, whether for its own account or
for  the  account  of  other  security  holders  or both (except with respect to
registration  statements  on  Forms  S-4, S-8 and any successor forms thereto as
well  as registrations that do not permit resales) (a "Piggyback Registration"),
each  such  time  it  will  give written notice to such effect to all holders of
outstanding  Registrable  Securities  at  least  thirty  (30) days prior to such
filing.  Upon  the  written  request  of any such holder received by the Company
within  thirty  (30)  days after the giving of any such notice by the Company to
register  any  of  its  Eligible Securities, the Company will cause the Eligible
Securities  as to which registration shall have been so requested to be included
in  the  securities  to  be covered by the registration statement proposed to be
filed  by  the  Company,  all to the extent required to permit the sale or other
disposition  by  the  holder  of  such  Eligible  Securities  so  registered.

          (b) If the registration for which the Company gives notice pursuant to
Section  3(a)  is  a  registered  public offering involving an underwriting, the
Company  shall  so  advise  the  holders  as  a part of the written notice given
pursuant  to  Section (a). In such event, (i) the right of any holder to include
its  Registrable Shares in such registration pursuant to this Section 3 shall be


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conditioned  upon  such holder's participation in such underwriting on the terms
set  forth  herein  and  (ii)  all  holders including Registrable Shares in such
registration  shall enter into an underwriting agreement with the underwriter or
underwriters selected for the underwriting by the Company. If any holder who has
requested  inclusion  of its Registrable Shares in such registration as provided
above  disapproves  of  the terms of the underwriting, such holder may elect, by
written  notice  to  the  Company, to withdraw its shares from such registration
statement  and  underwriting. If the managing underwriter advises the Company in
writing  that  in  its  good  faith  determination  marketing  factors require a
limitation on the number of shares to be underwritten, the shares to be included
in  the  underwriting  shall  be allocated,  first  to the Company, and second,
                                             -----                      ------
to  each  of the holders requesting inclusion of their Registrable Securities in
such  registration  statement;  provided  however,  that  the,  right  of  the
                                --------  -------
underwriters  to  exclude including Registrable Shares from the registration and
underwriting  as  described  above shall be restricted so that (i) the number of
Registrable  Shares included in any such registration is not reduced below fifty
percent  (50%)  of  the  shares  included  in  the  registration, from which all
Registrable Shares may be excluded; and (ii) all shares that are not Registrable
Shares and are held by persons who are employees or directors of the Company (or
any  subsidiary  of  the Company) shall first be excluded from such registration
and  underwriting  before  any Registrable Shares are so excluded. The number of
shares  that  may  be  included  in such registration statement and underwriting
shall  be  allocated among all holders requesting registration in proportion, as
nearly as practicable, to the respective number of shares of Common Stock (on an
as-converted  basis)  held  by  them  on  the  date the Company gives the notice
specified  in Section 3(a). If any holder would thus be entitled to include more
shares  than  such  holder  requested  to  be  registered,  the  excess shall be
allocated among other requesting holders pro rata in the manner described in the
preceding  sentence.

     4.     Registration Procedures.  If and whenever the Company is required by
            -----------------------
the  provisions  of Section 2 and 3 hereof to use its best efforts to effect the
registration of any Registrable Securities under the Securities Act, the Company
will,  as  expeditiously  as  possible:

          (a)     prepare  and file with the Commission a registration statement
with  respect  to  such  securities  and  use  its  best  efforts  to cause such
registration  statement to become effective not later than 60 days from the date
of  its  filing;

          (b)     prepare  and  file  with  the  Commission  such amendments and
supplements to such registration statement and the prospectus used in connection
therewith  as may be necessary to keep such registration statement effective and
comply with the provisions of the Securities Act with respect to the disposition
of  all  Registrable  Securities  covered  by  such  registration  statement  in
accordance  with  the  intended  method  of  disposition  set  forth  in  such
registration  statement  for  such  period;

          (c)     furnish  to  each seller of Registrable Securities and to each
underwriter  such  number  of  copies  of  the  registration  statement  and the
prospectus  included  therein  (including  each  preliminary prospectus) as such
persons  reasonably  may request in order to facilitate the intended disposition
of  the  Registrable  Securities  covered  by  such  registration  statement;


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          (d)     use  its  best  efforts  (i)  to  register  or  qualify  the
Registrable  Securities  covered  by  such  registration  statement  under  the
securities  or  "blue  sky"  laws  of  such  jurisdictions  as  the  sellers  of
Registrable  Securities  or, in the case of an underwritten public offering, the
managing  underwriter,  reasonably  shall  request,  (ii) to prepare and file in
those  jurisdictions  such  amendments (including post-effective amendments) and
supplements,  and  take such other actions, as may be necessary to maintain such
registration  and  qualification  in  effect  at  all  times  for  the period of
distribution  contemplated  thereby and (iii) to take such further action as may
be  necessary  or  advisable  to  enable  the  disposition  of  the  Registrable
Securities  in  such jurisdictions, provided, that the Company shall not for any
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such  purpose be required to qualify generally to transact business as a foreign
corporation  in  any  jurisdiction where it is not so qualified or to consent to
general  service  of  process  in  any  such  jurisdiction;

          (e)     use  its  best  efforts  to  list  the  Registrable Securities
covered by such registration statement with any securities exchange on which the
Common  Stock  of  the  Company  is  then  listed;

          (f)     immediately  notify  each seller of Registrable Securities and
each  underwriter  under  such  registration  statement,  at  any  time  when  a
prospectus  relating  thereto  is  required to be delivered under the Securities
Act,  of  the  happening  of  any  event of which the Company has knowledge as a
result of which the prospectus contained in such registration statement, as then
in  effect, includes any untrue statement of a material fact or omits to state a
material  fact required to be stated therein or necessary to make the statements
therein  not misleading in light of the circumstances then existing and promptly
amend  or  supplement  such  registration  statement  to correct any such untrue
statement  or  omission;

          (g)     notify  each  seller of Registrable Securities of the issuance
by  the  Commission  of  any  stop  order  suspending  the  effectiveness of the
registration statement or the initiation of any proceedings for that purpose and
make  every  reasonable effort to prevent the issuance of any stop order and, if
any stop order is issued, to obtain the lifting thereof at the earliest possible
time;

          (h)     if  the  offering  is  an  underwritten offering, enter into a
written  agreement  with  the managing underwriter selected in the manner herein
provided  in such form and containing such provisions as are usual and customary
in  the securities business for such an arrangement between such underwriter and
companies  of  the  Company's  size  and  investment stature, including, without
limitation,  customary  indemnification  and  contribution  provisions;

          (i)     if the offering is an underwritten offering, at the request of
any  seller  of  Registrable Securities, use its best efforts to furnish to such
seller on the date that Registrable Securities are delivered to the underwriters
for sale pursuant to such registration: (i) a copy of an opinion dated such date
of  counsel  representing  the  Company  for  the purposes of such registration,
addressed  to  the  underwriters,  stating  that such registration statement has
become  effective under the Securities Act and that (A) to the best knowledge of
such counsel, no stop order suspending the effectiveness thereof has been issued
and  no  proceedings  for  that  purpose  have been instituted or are pending or
contemplated  under  the  Securities  Act,  (B)  the registration statement, the


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related prospectus and each amendment or supplement thereof comply as to form in
all  material  respects with the requirements of the Securities Act (except that
such  counsel  need  not express any opinion as to financial statements or other
financial  or  statistical  information contained therein) and (C) to such other
effects as reasonably may be requested by counsel for the underwriters; and (ii)
a  copy  of  a  letter  dated  such date from the independent public accountants
retained  by  the  Company, addressed to the underwriters, stating that they are
independent  public  accountants  within  the  meaning of the Securities Act and
that,  in  the  opinion  of  such  accountants,  the financial statements of the
Company  included  in  the  registration  statement  or  the  prospectus, or any
amendment or supplement thereof, comply as to form in all material respects with
the  applicable  accounting  requirements of the Securities Act, and such letter
shall  additionally cover such other financial matters (including information as
to  the  period ending no more than five business days prior to the date of such
letter)  with  respect  to such registration as such underwriters reasonably may
request;

          (j)     take all actions reasonably necessary to facilitate the timely
preparation and delivery of certificates (not bearing any legend restricting the
sale  or transfer of such securities) representing the Registrable Securities to
be  sold  pursuant to the Registration Statement and to enable such certificates
to be in such denominations and registered in such names as the Investors or any
underwriters  may  reasonably  request;  and

          (k)     take  all  other  reasonable actions necessary to expedite and
facilitate  the  registration  of  the  Registrable  Securities  pursuant to the
Registration  Statement.

     5.     Obligations  of  Holders.
            ------------------------

          Each  holder  of  Registrable  Securities shall furnish to the Company
such  information  regarding  such  holder, the number of Registrable Securities
owned  and proposed to be sold by it, the intended method of disposition of such
securities  and  any  other  information  as  shall  be  required  to effect the
registration  of  the  Registrable Securities, and cooperate with the Company in
preparing  the  registration statement and in complying with the requirements of
the  Securities  Act.

     6.     Expenses.     All expenses incurred by the Company in complying with
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Sections  2,  3 and 4 including, without limitation, all registration and filing
fees,  printing  expenses,  fees  and  disbursements  of counsel and independent
public  accountants  for the Company, fees and expenses (including counsel fees)
incurred  in connection with complying with state securities or "blue sky" laws,
fees  of  the National Association of Securities Dealers, Inc., fees of transfer
agents  and registrars and fees and disbursements of one counsel for the sellers
of  Registrable  Securities,  not  to  exceed  $7,500, but excluding any Selling
Expenses,  are  called  "Registration Expenses."  All underwriting discounts and
selling  commissions applicable to the sale of Registrable Securities are called
"Selling  Expenses."

     The  Company  will  pay  all  Registration  Expenses in connection with any
registration  statement  filed hereunder, and the Selling Expenses in connection
with  each  such  registration  statement  shall  be  borne by the participating
sellers in proportion to the number of Registrable Securities sold by each or as
they  may  otherwise  agree.


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     7.     Indemnification  and  Contribution.
            ----------------------------------

          (a)     In  the  event  of  a  registration  of any of the Registrable
Securities under the Securities Act pursuant to the terms of this Agreement, the
Company  will  indemnify and hold harmless and pay and reimburse, each seller of
such  Registrable  Securities  thereunder,  each underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such seller or
underwriter  within  the  meaning  of  the  Securities  Act, against any losses,
claims,  damages  or  liabilities,  joint  or  several,  to  which  such seller,
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement  of  any material fact contained in any registration statement
under which such Registrable Securities were registered under the Securities Act
pursuant  hereto  or  any  preliminary  prospectus or final prospectus contained
therein,  or  any  amendment or supplement thereof, or arise out of or are based
upon  the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or  any  violation  or  alleged  violation  of  the  Securities Act or any state
securities  or  blue  sky  laws  and  will reimburse each such seller, each such
underwriter  and  each  such  controlling person for any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  loss,  claim, damage, liability or action; provided, that the Company will
not  be  liable in any such case if and to the extent that any such loss, claim,
damage  or liability arises out of or is based upon the Company's reliance on an
untrue  statement or alleged untrue statement or omission or alleged omission so
made  in  conformity  with  information  furnished  by any such seller, any such
underwriter  or  any  such controlling person in writing specifically for use in
such  registration  statement  or  prospectus.

          (b)     In  the  event  of  a  registration  of any of the Registrable
Securities  under  the  Securities  Act  pursuant  hereto  each  seller  of such
Registrable Securities thereunder, severally and not jointly, will indemnify and
hold  harmless the Company, each person, if any, who controls the Company within
the  meaning  of  the  Securities Act, each officer of the Company who signs the
registration  statement, each director of the Company, each underwriter and each
person  who  controls  any underwriter within the meaning of the Securities Act,
against  all  losses, claims, damages or liabilities, joint or several, to which
the  Company  or  such  officer, director, underwriter or controlling person may
become  subject  under  the Securities Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based  upon reliance on any untrue statement or alleged untrue statement of
any  material  fact  contained  in  the  registration statement under which such
Registrable  Securities were registered under the Securities Act pursuant hereto
or  any  preliminary  prospectus  or  final prospectus contained therein, or any
amendment  or supplement thereof, or arise out of or are based upon the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  to  make the statements therein not misleading, and will
reimburse  the  Company  and  each  such  officer,  director,  underwriter  and
controlling  person  for any legal or other expenses reasonably incurred by them
in  connection  with  investigating  or  defending any such loss, claim, damage,
liability  or action, provided, that such seller will be liable hereunder in any
such  case  if  and  only  to  the  extent  that any such loss, claim, damage or
liability  arises  out of or is based upon an untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  made  in  reliance  upon  and in


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conformity  with  information  pertaining  to such seller, as such, furnished in
writing  to the Company by such seller specifically for use in such registration
statement  or  prospectus,  and  provided,  that  the  liability  of each seller
hereunder shall be limited to the proceeds received by such seller from the sale
of  Registrable  Securities  covered  by  such  registration  statement.
Notwithstanding the foregoing, the indemnity provided in this Section 7(b) shall
not  apply  to  amounts  paid  in  settlement  of  any such loss, claim, damage,
liability  or expense if such settlement is effected without the consent of such
indemnified  party and provided further, that the Company shall not be liable in
any  such  case to the extent that any such loss, claim, damage or liability (or
action in respect thereof) arises out of or is based upon an untrue statement or
alleged  untrue  statement  or omission or alleged omission in such registration
statement,  which  untrue  statement  or alleged untrue statement or omission or
alleged  omission  is  completely corrected in an amendment or supplement to the
registration  statement  and  the  undersigned  indemnitees  thereafter  fail to
deliver  or  cause  to be delivered such registration statement as so amended or
supplemented prior to or concurrently with the sale of the Registrable Shares to
the  person  asserting  such  loss,  claim,  damage  or liability (or actions in
respect thereof) or expense after the Company has furnished the undersigned with
the  same.

          (c)     Promptly  after  receipt  by an indemnified party hereunder of
notice  of  the  commencement  of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify  the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 7 and shall only relieve
it  from  any  liability  which it may have to such indemnified party under this
Section  7  if and to the extent the indemnifying party is materially prejudiced
by  such  omission.  In  case  any  such  action  shall  be  brought against any
indemnified party and it shall notify the indemnifying party of the commencement
thereof,  the indemnifying party shall be entitled to participate in and, to the
extent  it  shall wish, to assume and undertake the defense thereof with counsel
reasonably  satisfactory  to  such indemnified party, and, after notice from the
indemnifying  party  to  such indemnified party of its election so to assume and
undertake  the  defense  thereof,  the indemnifying party shall not be liable to
such  indemnified party under this Section 7 for any legal expenses subsequently
incurred  by such indemnified party in connection with the defense thereof other
than  reasonable costs of investigation and of liaison with counsel so selected,
provided, that if the defendants in any such action include both the indemnified
--------
party and the indemnifying party and the indemnified party shall have reasonably
concluded  based upon written advise of its counsel that there may be reasonable
defenses  available  to  it  which  are  different  from  or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may  be  deemed  to  conflict with the interests of the indemnifying
party,  the  indemnified party shall have the right to select a separate counsel
and to assume such legal defenses and otherwise to participate in the defense of
such  action,  with  the  expenses  and  fees of such separate counsel and other
expenses  related  to  such  participation  to be reimbursed by the indemnifying
party  as  incurred.

          (d)     In  order  to  provide  for just and equitable contribution to
joint  liability  under  the  Securities Act in any case in which either (i) any
holder  of Registrable Securities exercising rights under this Agreement, or any
controlling  person  of  any  such  holder,  makes  a  claim for indemnification
pursuant  to  this  Section 7 but it is judicially determined (by the entry of a


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final judgment or decree by a court of competent jurisdiction and the expiration
of  time  to  appeal  or  the  denial  of  the  last  right of appeal) that such
indemnification  may  not be enforced in such case notwithstanding the fact that
this  Section  7 provides for indemnification in such case, or (ii) contribution
under  the Securities Act may be required on the part of any such selling holder
or  any  such  controlling  person in circumstances for which indemnification is
provided under this Section 7; then, and in each such case, the Company and such
holder  will  contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in such proportion
so that such holder is responsible for the portion represented by the percentage
that  the  public  offering  price  of its Registrable Securities offered by the
registration  statement  bears  to  the  public offering price of all securities
offered  by  such registration statement, and the Company is responsible for the
remaining  portion; provided, that, in any such case, (A) no such holder will be
                    --------
required  to contribute any amount in excess of the public offering price of all
such  Registrable  Securities  offered  by  it  pursuant  to  such  registration
statement  and  (B)  no  person or entity guilty of fraudulent misrepresentation
(within  the meaning of Section 12(f) of the Securities Act) will be entitled to
contribution  from  any  person  or entity who was not guilty of such fraudulent
misrepresentation.

     8.     Changes  in  Capital  Stock.     If,  and  as often as, there is any
            ---------------------------
change  in  the  capital  stock  of  the  Company by way of a stock split, stock
dividend,  combination  or reclassification, or through a merger, consolidation,
reorganization  or  recapitalization,  or  by  any  other  means,  appropriate
adjustment  shall  be  made  in  the  provisions  hereof  so that the rights and
privileges  granted  hereby  shall  continue  as  so  changed.

     9.     Representations  and  Warranties  of  the  Company.  The  Company
            --------------------------------------------------
represents  and  warrants  to  the  Investor  as  follows:

          (a)     The  execution,  delivery and performance of this Agreement by
the Company have been duly authorized by all requisite corporate action and will
not  violate  any  provision  of  law, any order of any court or other agency of
government,  the  Charter  or  By-laws  of  the  Company or any provision of any
indenture, agreement or other instrument to which it or any or its properties or
assets  is  bound,  conflict with, result in a breach of or constitute (with due
notice  or  lapse of time or both) a default under any such indenture, agreement
or  other instrument or result in the creation or imposition of any lien, charge
or  encumbrance of any nature whatsoever upon any of the properties or assets of
the  Company  or  its  subsidiaries.

          (b)     This  Agreement  has  been  duly executed and delivered by the
Company  and constitutes the legal, valid and binding obligation of the Company,
enforceable  in accordance with its terms, subject to any applicable bankruptcy,
insolvency  or  other  laws  affecting  the rights of creditors generally and to
general  equitable  principles  and  the  availability  of specific performance.

     10.     Assignment  of Registration Rights.  The rights to have the Company
             ----------------------------------
register  Registrable  Securities  pursuant to this Agreement may be assigned by
the  Investor to transferees or assignees of such securities; provided, that the
                                                              --------
Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee or assignee and the securities


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with  respect  to  which  such  registration rights are being assigned. The term
"Investor"  as  used  in  this  Agreement  shall include such permitted assigns.

     11.     Miscellaneous.
             -------------

          (a)     All covenants and agreements contained in this Agreement by or
on  behalf  of  any of the parties hereto shall bind and inure to the benefit of
the  respective  successors and assigns of the parties hereto (including without
limitation  transferees  of any Registrable Securities), whether so expressed or
not.

          (b)     All  notices,  requests,  consents  and  other  communications
hereunder  shall  be  in  writing  and  shall  be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex,  addressed (i) if to the Company, at Skyframes, Inc. 555 Anton Boulevard,
Suite  1200,  Costa  Mesa,  CA 92626, or (b) if to the Investor, c/o Ocean Drive
Holdings LLC, 444 Madison Avenue, 18th Floor, New York, NY 10022; and (ii) if to
any  subsequent  holder  of Registrable Securities, to it at such address as may
have  been  furnished to the Company in writing by such holder; or, in any case,
at  such  other  address or addresses as shall have been furnished in writing to
the  Company  (in  the  case  of  a  holder of Registrable Securities) or to the
holders  of  Registrable  Securities  (in the case of the Company) in accordance
with  the  provisions  of  this  paragraph.

          (c)     This  Agreement  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State  of New York applicable to contracts
entered  into  and  to  be  performed  wholly  within  said  State.

          (d)     Any  judicial proceeding brought against any of the parties to
this  Agreement  on  any  dispute  arising  out  of this Agreement of any matter
related  hereto  shall  be  brought  in  the courts of the State of New York and
County  of  New  York  or  in  the United States District Court for the Southern
District  of New York, and, by execution and delivery of this Agreement, each of
the parties hereto accepts for itself and himself the process in any such action
or  proceeding  by the mailing of copies of such process to it or him, at its or
his  address  as set forth in paragraph 11(b) and irrevocably agrees to be bound
by  any  judgment rendered thereby in connection with this Agreement. Each party
hereto  irrevocably  waives to the fullest extent permitted by law any objection
that  it  or  he  may  now  or  hereafter have to the laying of the venue of any
judicial  proceeding brought in such courts and any claim that any such judicial
proceeding  has  been brought in an inconvenient forum. The foregoing consent to
jurisdiction  shall  not constitute general consent to service of process in the
State  of  New  York  for  any purpose except as provided above and shall not be
deemed  to confer rights on any person other than the respective parties to this
Agreement.

          (e)     This  Agreement  may  not  be  amended or modified without the
written  consent  of  the  Company and the holders of at least a majority of the
Registrable  Securities.

          (f)     Failure  of  any  party  to exercise any right or remedy under
this  Agreement  or  otherwise,  or delay by a party in exercising such right or


<PAGE>
remedy,  shall  not  operate  as  a waiver thereof. No waiver shall be effective
unless  and  until it is in writing and signed by the party granting the waiver.

          (g)     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.

          (h)     If  any  provision  of  this  Agreement  shall  be  held to be
illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability shall attach only to such provision and shall not in any manner
affect  or  render illegal, invalid or unenforceable any other provision of this
Agreement,  and  this  Agreement  shall  be  carried out as if any such illegal,
invalid  or  unenforceable  provision  were  not  contained  herein.

          (i)     This  Agreement  constitutes  the  entire  contract  among the
Company  and the Purchasers relative to the subject matter hereof and supersedes
in  its  entirety  any  and all prior agreements, understandings and discussions
with  respect  thereto.

          (j)     The  headings  of  the  Sections  of  this  Agreement  are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.


<PAGE>
     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  written  above.


                              SKYFRAMES,  INC.

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


                              OCEAN  DRIVE  HOLDINGS  LLC


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