EXHIBIT 10.8


          THE  SECURITIES  REPRESENTED  BY  THIS  WARRANT HAVE BEEN ACQUIRED FOR
          INVESTMENT  AND  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933,  AS  AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY NOT BE
          SOLD  OR  TRANSFERRED  IN  THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN
          EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES
          LAWS. THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE
          DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT,
          AND  NO  SALE,  ASSIGNMENT,  TRANSFER,  OR  OTHER  DISPOSITION OF THIS
          WARRANT  SHALL  BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH PROVISIONS
          SHALL  HAVE  BEEN  COMPLIED  WITH.


                                                 Date of Issuance: June 16, 2003

                                 SKYFRAMES, INC.

                             Stock Purchase Warrant

                           (Void after June 16, 2008)

     Skyframes,  Inc,  a  Utah  corporation (the "Company"), for value received,
hereby  certifies  and  agrees  that  Ocean Drive Holdings LLC or its registered
assigns  (the  "Registered Holder"), is entitled, subject to the terms set forth
below,  to  purchase  from  the  Company, at any time or from time to time on or
after  the date hereof (the "Date of Issuance") and on or before the fifth (5th)
anniversary  of  the  Date of Issuance at not later than 5:00 p.m. New York time
(such  date  and  time,  the  "Expiration  Time"),  ONE  HUNDRED  FIFTY THOUSAND
(150,000)  duly  authorized, validly issued, fully paid and nonassessable shares
of  the  Company's common stock, $0.001 par value per share (the "Common Stock")
at  an initial exercise price equal to $1.20 per share such price will represent
                                       -----
105%  of  the  average  trading  price  for  5 days prior to closing, subject to
adjustment  in  certain  cases  as described herein. The shares purchasable upon
exercise  of  this  Warrant,  and  the purchase price per share, are hereinafter
referred  to as the "Warrant Shares" and the "Exercise Price," respectively. The
term  "Warrant" as used herein shall include this Warrant and any other warrants
delivered  in  substitution  or  exchange  therefor,  as  provided  herein.

This Warrant is issued pursuant to that certain Securities Purchase Agreement by
and between the Company and Ocean Drive Holdings, LLC of even date herewith (the
"Securities  Purchase  Agreement").

     The  Warrant  Shares  are  entitled  to  the  bene-fits  of,  that  certain
registration  rights agreement between the Company and Ocean Drive Holdings, LLC
of  even  date  herewith  (the  "Registration  Rights  Agreement").

     1.     Exercise.
            ---------

     1.1.     Method  of  Exercise
              --------------------


<PAGE>

          (a)  This  Warrant may be exercised by the Registered Holder, in whole
or  in part, by surrendering this Warrant, with a Notice of Exercise in the form
of  Annex  A  hereto (the "Notice of Exercise") duly executed by such Registered
    --------
Holder or by such Registered Holder's duly authorized attorney, at the principal
office  of  the Company set forth on the signature page hereto, or at such other
office  or  agency  as  the  Company  may  designate  in writing (the "Company's
Office"),  accompanied by payment in full, in lawful money of the United States,
of  the  Exercise  Price  payable  in respect of the number of shares of Warrant
Shares  purchased  upon  such  exercise.

          (b)  Each  exercise  of  this  Warrant  shall  be  deemed to have been
effected  immediately  prior  to  the  close of business on the day on which the
appropriate  Annex form shall be dated and directed to the Company (as evidenced
by  the  applicable  postmark  or  other evidence of transmittal) as provided in
Section  1(a) hereof. At such time, the person or persons in whose name or names
any  certificates  for  Warrant  Shares  shall be issuable upon such exercise as
provided  in  Section  1(c)  hereof shall be deemed to have become the holder or
holders  of  record  of  the  Warrant  Shares  represented by such certificates.

          (c) As soon as practicable after the exercise of this Warrant, in full
or  in  part,  and in any event within ten (10) days thereafter, the Company, at
its  expense,  will  cause  to  be  issued in the name of, and delivered to, the
Registered Holder, or as such Registered Holder (upon payment by such Registered
Holder  of  any  applicable  transfer  taxes)  may  direct:

               (i)  a certificate or certificates for the number of full Warrant
Shares  to  which  such  Registered  Holder shall be entitled upon such exercise
plus,  in  lieu  of  any  fractional share to which such Registered Holder would
otherwise  be  entitled,  cash  in  an  amount  determined pursuant to Section 4
hereof;  and

               (ii)  in  case  such  exercise  is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, representing in the aggregate on
the  face  or  faces  thereof the number of Warrant Shares equal (without giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of such shares purchased by the Registered
Holder  upon  such exercise as provided in Section 3 hereof or received pursuant
to  Section  1.2  hereof.

          1.2.     Exercise  by Surrender of Warrant.  In addition to the method
                   ---------------------------------
of  payment  set  forth  in Section 1.1 and in lieu of any cash payment required
thereunder,  the  Warrant  may  be  exercised by surrendering the Warrant in the
manner  specified  in  this Section 1, together with irrevocable instructions to
the  Company to issue in exchange for the Warrant the number of shares of Common
Stock  equal  to  the  product  of  (x)  the  number  of  shares of Common Stock
underlying  the Warrants multiplied by (y) a fraction, the numerator of which is
the  Market Value (as defined below) of the Common Stock less the Exercise Price
and  the  denominator  of which is such Market Value. As used herein, the phrase
"Market  Value"  at any date shall be deemed to be the last reported sale price,
or,  in  case  no such reported sale takes place on such day, the average of the
last reported sale prices for the last three (3) trading days, in either case as
officially  reported  by the principal securities exchange or "over the counter"
(including  on  the  pink sheets or bulletin board) exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or


<PAGE>

admitted  to  trading  on  any  national  securities  exchange or sold "over the
counter",  the average closing bid price as furnished by the NASD through NASDAQ
or similar organization if NASDAQ is no longer reporting such information, or if
the  Common  Stock  is  not  quoted  on  NASDAQ,  as determined in good faith by
resolution  of  the  Board  of  Directors  of  the  Company,  based  on the best
information  available  to  it.

     2.     Shares to be Fully Paid; Reservation of Shares. The Company
            ----------------------------------------------
covenants  and  agrees  that all shares of Common Stock which may be issued upon
the  exercise  of  the rights represented by this Warrant will, upon issuance by
the  Company,  be  validly  issued,  fully paid and nonassessable, and free from
preemptive  rights  and  free  from  all  taxes,  liens and charges with respect
thereto.  The Company further covenants and agrees that, from and after the Date
of  Issuance  and  during the period within which the rights represented by this
Warrant  may  be  exercised,  the Company will at all times have authorized, and
reserve,  free from preemptive rights, out of its authorized but unissued shares
of  Common  Stock,  solely  for  the  purpose  of effecting the exercise of this
Warrant,  a  sufficient  number  of  shares  of  Common Stock to provide for the
exercise  of  the  rights  represented  by  this  Warrant.

     3.     Fractional Shares. The Company shall not be required upon the
            -----------------
exercise  of  this  Warrant  to  issue  any fractional shares, but shall make an
adjustment therefor in cash on the basis of the Market Value for each fractional
share  of  the  Company's  Common Stock which would be issuable upon exercise of
this  Warrant.

     4.     Requirements  for  Transfer.
            ---------------------------
          (a)  Warrant  Register. The Company will maintain a register (the
               -----------------
"Warrant  Register") containing the names and addresses of the Registered Holder
or  Registered  Holders.  Any  Registered  Holder of this Warrant or any portion
thereof  may  change  its  address  as  shown on the Warrant Register by written
notice  to  the  Company  requesting such change, and the Company shall promptly
make  such  change. Until this Warrant is transferred on the Warrant Register of
the Company, the Company may treat the Registered Holder as shown on the Warrant
Register as the absolute owner of this Warrant for all purposes, notwithstanding
any  notice to the contrary, provided, however, that if and when this Warrant is
properly  assigned  in  blank,  the  Company may, but shall not be obligated to,
treat  the  bearer  hereof  as  the  absolute  owner  hereof  for  all purposes,
notwithstanding  any  notice  to  the  contrary.

          (b)  Warrant  Agent.  The  Company  may, by written notice to the
               --------------
Registered  Holder,  appoint an agent for the purpose of maintaining the Warrant
Register  referred  to in Section 4(a) hereof, issuing the Common Stock issuable
upon  the  exercise  of  this  Warrant,  exchanging this Warrant, replacing this
Warrant  or  any  or  all  of  the foregoing. Thereafter, any such registration,
issuance,  exchange,  or  replacement,  as  the  case may be, may be made at the
office  of  such  agent.

          (c)  Transfer.  Subject to the provisions of this Section 4, this
               --------
Warrant and all rights hereunder are transferable, in whole or in part, upon the
surrender  of  this  Warrant  with  a  properly  executed  Assignment  Form  in
substantially  the  form  attached  hereto  as Annex B (the "Assignment") at the
                                               -------
principal  office  of the  Company.


<PAGE>

          (d)  Exchange  of  Warrant  Upon a Transfer. On surrender of this
               -------------------------------------
Warrant  for  exchange,  properly  endorsed on the Assignment and subject to the
provisions of this Warrant and with the limitations on assignments and transfers
as  contained in this Section 4, the Company at its expense shall issue to or on
the  order  of the Registered Holder a new warrant or warrants of like tenor, in
the name of the Registered Holder or as the Registered Holder (on payment by the
Registered  Holder  of any applicable transfer taxes) may direct, for the number
of  shares  issuable  upon  exercise  hereof.

     5.     Adjustment.
            ----------

          (a)  Computation  of  Adjusted  Exercise  Price. Except as hereinafter
               -----------  --  --------  --------  -----
provided,  in  case the Company shall at any time after the date hereof issue or
sell  any  shares  of  its  Stock  (as  defined in Section 5(g)), other than the
issuances  or  sales referred to in Section 5(h) hereof, for a consideration per
share  less  than the Exercise Price in effect immediately prior to the issuance
or  sale  of  such  shares,  or  without consideration, then forthwith upon such
issuance or sale, the Exercise Price shall (until another such issuance or sale)
be  reduced  to  the  price  (calculated  to the nearest full cent) equal to the
quotient  derived  by dividing (A) an amount equal to the sum of (X) the product
of  (a) the Exercise Price in effect immediately prior to such issuance or sale,
multiplied  by  (b)  the total number of shares of Stock outstanding immediately
prior  to  such  issuance  or  sale, plus (Y) the aggregate of the amount of all
consideration,  if  any,  received by the Company upon such issuance or sale, by
(B)  the  total  number  of  shares  of Stock outstanding immediately after such
issuance  or  sale; provided, however, that in no event shall the Exercise Price
be  adjusted pursuant to this computation to an amount in excess of the Exercise
Price  in  effect immediately prior to such computation, except in the case of a
combination  of outstanding shares of Stock, as provided by Section 5(c) hereof.

          For  the purposes of this Section 5 the term Exercise Price shall mean
the  Exercise  Price  per  share set forth on the first page of this Warrant, as
adjusted  from  time  to  time  pursuant  to  the  provisions of this Section 5.

               (i) For purposes of any computation to be made in accordance with
this  Section  5(a),  the  following  provisions  shall  be  applicable:

               (ii)  In  case  of  the issuance or sale of shares of Stock for a
consideration  part  or  all  of  which  shall  be  cash, the amount of the cash
consideration,  shall be deemed to be the amount of cash received by the Company
for  such  shares  (or,  if  shares  of  Stock  are  offered  by the Company for
subscription,  the subscription price, or, if either of such securities shall be
sold  to  underwriters  or  dealers  for  public offering without a subscription
price,  the  public  offering price, before deducting therefrom any compensation
paid  or  discount  allowed  in  the  sale,  underwriting or purchase thereof by
underwriters  or  dealers  or  other  persons  or  entities  performing  similar
services), or any expenses incurred in connection therewith and less any amounts
payable  to  security  holders  or  any  affiliate  thereof,  including, without
limitation,  any  employment  agreement, royalty, consulting agreement, covenant
not  to  compete,  earnout  or  contingent payment right or similar arrangement,
agreement  or  understanding, whether oral or written; all such amounts shall be
valued  at  the  aggregate  amount  payable thereunder whether such payments are
absolute or contingent and irrespective of the period or uncertainty of payment,


<PAGE>

the  rate  of  interest,  if  any,  or  the  contingent  nature  thereof.

               (iii)  In  case  of  the  issuance  or  sale (otherwise than as a
dividend  or  other distribution on any stock of the Company) of shares of Stock
for a consideration part or all of which shall be other than cash, the amount of
the  consideration  therefor  other than cash shall be deemed to be the value of
such  consideration as determined in good faith by the Board of Directors of the
Company.

               (iv)  Shares  of  Stock  issuable  by  way  of  dividend or other
distribution  on  any  capital stock of the Company shall be deemed to have been
issued immediately after the opening of business on the day following the record
date  for the determination of stockholders entitled to receive such dividend or
other  distribution  and  shall  be  deemed  to  have  been  issued  without
consideration.

               (vi) The reclassification of securities of the Company other than
shares  of  Stock  into  securities including shares of Stock shall be deemed to
involve  the  issuance of such shares of Stock for consideration other than cash
immediately  prior  to  the  close  of  business  on  the  date  fixed  for  the
determination of security holders entitled to receive such shares, and the value
of  the  consideration  allocable to such shares of Stock shall be determined as
provided  in  Section  5(v).

               (vii)  The  number of shares of Stock at any one time outstanding
shall  include  the  aggregate  number  of shares issued or issuable (subject to
readjustment  upon  the  actual  issuance  thereof)  upon  the  exercise of then
outstanding  options,  rights,  warrants,  and  convertible  and  exchangeable
securities.

          (b)     Options,  Rights,  Warrants  and  Convertible and Exchangeable
                  --------------------------------------------------------------
Securities.
-----------
               (i)  In  case the Company shall at any time after the date hereof
issue options, rights or warrants to subscribe for shares of Stock, or issue any
securities  convertible  into  or  exchangeable  for  shares  of  Stock,  for  a
consideration  per  share  less  than the Exercise Price in effect or the Market
Value  immediately  prior  to  the issuance of such options, rights, warrants or
such  convertible  or  exchangeable  securities,  or  without consideration, the
Exercise  Price  in  effect  immediately  prior to the issuance of such options,
rights, warrants or such convertible or exchangeable securities, as the case may
be, shall be reduced to a price determined by making a computation in accordance
with  the  provisions  of  Section  5(a)  hereof,  provided  that:

               (ii) The aggregate maximum number of shares of Stock, as the case
may  be,  issuable  under such options, rights or warrants shall be deemed to be
issued and outstanding at the time such options, rights or warrants were issued,
for  a  consideration equal to the minimum purchase price per share provided for
in  such  options,  rights  or  warrants  at  the  time  of  issuance,  plus the
consideration  (determined  in  the same manner as consideration received on the


<PAGE>

issue  or  sale  of shares in accordance with the terms of the Warrant), if any,
received  by  the  Company  for  such options, rights or warrants. The aggregate
maximum  number  of  shares of Stock issuable upon conversion or exchange of any
convertible  or  exchangeable  securities  shall  be  deemed  to  be  issued and
outstanding  at the time of issuance of such securities, and for a consideration
equal  to  the  consideration  (determined  in  the same manner as consideration
received on the issue or sale of shares of Stock in accordance with the terms of
the  Warrant)  received  by  the  Company  for such securities, plus the minimum
consideration, if any, receivable by the Company upon the conversion or exchange
thereof. If any change shall occur in the price per share provided for in any of
the  options,  rights or warrants referred to in subsection, or in the price per
share  at  which the securities referred to in this subsection are exchangeable,
such  options,  rights or warrants or exchange rights, as the case may be, shall
be  deemed  to  have  expired  or  terminated on the date when such price change
became  effective  in  respect  to shares not theretofore issued pursuant to the
exercise  or  exchange  thereof,  and the Company shall be deemed to have issued
upon such date new options, rights or warrants or exchangeable securities at the
new  price in respect of the number of shares issuable upon the exercise of such
options,  rights  or warrants or the conversion or exchange of such exchangeable
securities.

          (c) Subdivision and Combination. If the Company at any time subdivides
              ---------------------------
(by  any  stock  split,  stock  dividend,  recapitalization,  reorganization,
reclassification  or  otherwise)  the  shares  of  Stock  subject to acquisition
hereunder  into  a  greater number of shares, then, after the date of record for
effecting  such  subdivision,  the Exercise Price in effect immediately prior to
such  subdivision  will  be  proportionately reduced and the number of shares of
Common  Stock  subject  to  acquisition  upon  exercise  of this Warrant will be
proportionately  increased.  If  the  Company  at  any time combines (by reverse
stock  split,  recapitalization,  reorganization, reclassification or otherwise)
the  shares  of  Stock subject to acquisition hereunder into a smaller number of
shares,  then,  after  the  date  of  record for effecting such combination, the
Exercise  Price  in  effect  immediately  prior  to  such  combination  will  be
proportionately  increased  and  the number of shares of Common Stock subject to
acquisition  upon  exercise  of  this Warrant will be proportionately decreased.

          (d)     Merger  or Consolidation.  In case of any consolidation of the
                  ------------------------
Company with, or merger of the Company into any other corporation, or in case of
any  sale or conveyance of all or substantially all of the assets of the Company
other  than  in  connection  with a plan of complete liquidation of the Company,
then  as  a  condition  of  such  consolidation,  merger  or sale or conveyance,
adequate  provision  will  be  made  whereby the Registered Holder will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of Common Stock immediately theretofore subject to acquisition upon the exercise
of  this Warrant, such shares of stock, securities or assets as may be issued or
payable  with respect to or in exchange for the number of shares of Common Stock
immediately  theretofore  subject to acquisition and receivable upon exercise of
this  Warrant  had  such  consolidation,  merger or sale or conveyance not taken
place.  In  any such case, the Company will make appropriate provision to insure
that  the  provisions  of this Section 5 hereof will thereafter be applicable as
nearly  as  may  be  in relation to any shares of stock or securities thereafter
deliverable  upon  the  exercise  of  this  Warrant.

          (e)     Notice  of  Adjustment. Upon the occurrence of any event which
                  ----------------------
requires  any  adjustment  of the Exercise Price, then and in each such case the
Company  shall  give notice thereof to the Registered Holder, which notice shall
state  the  Exercise  Price  resulting  from such adjustment and the increase or
decrease, if any, in the number of Warrant Shares purchasable at such price upon
exercise,  setting  forth in reasonable detail the method of calculation and the
facts  upon  which  such  calculation  is  based.


<PAGE>

          (f)     Adjustment  in  Number of Securities.  Upon each adjustment of
                  ------------------------------------
the  Exercise  Price pursuant to the provisions of this Section 5, the number of
securities  issuable  upon the exercise of each Warrant shall be adjusted to the
nearest  full  amount  by  multiplying  a  number equal to the Exercise Price in
effect  immediately  prior  to  such  adjustment by the number of Warrant Shares
issuable  upon exercise of the Warrants immediately prior to such adjustment and
dividing  the  product  so  obtained  by  the  adjusted  Exercise  Price.

          (g)     Definition  of  Stock.  For the purpose of this Agreement, the
                  ----------  --  -----
term "Stock" shall mean (i) the class of stock designated as Common Stock in the
Certificate  of  Incorporation  of  the Company as may be amended as of the date
hereof,  or  (ii)  any other class of stock resulting from successive changes or
reclassifications  of  such  Stock consisting solely of changes in par value, or
from  par  value  to  no  par  value,  or  from  no  par  value  to  par  value.

          (h)     No  Adjustment  of  Exercise  Price  in  Certain  Cases.  No
                  -------------------------------------------------------
adjustment  of  the  Exercise  Price  shall  be  made:

               (i)  Upon  issuance or sale of this Warrant or Warrant Shares, or
the  other  Warrants  and Warrant Shares issued in connection herewith, or other
options,  warrants  and convertible securities outstanding as of the date hereof
into  or  for  shares  of  Common  Stock.

               (ii) Upon the issuance or sale of any shares of capital stock, or
the  grant of options exercisable therefor, issued or issuable after the date of
this Warrant, to directors, officers, employees, advisers and consultants of the
Company  or  any  subsidiary  pursuant  to  any incentive or non-qualified stock
option  plan  or  agreement, stock purchase plan or agreement, stock restriction
agreement  or  restricted  stock  plan,  employee  stock  ownership plan (ESOP),
consulting  agreement,  stock appreciation right (SAR), stock depreciation right
(SDR),  bonus  stock  arrangement,  or  such other similar compensatory options,
issuances, arrangements, agreements or plans approved by the Board of Directors.

               (iii)  If  the  amount  of said adjustment shall be less than two
cents  ($0.02)  per  security  issuable upon exercise of this Warrant, provided,
however,  that in such case any adjustment that would otherwise be required then
to  be  made  shall  be  carried  forward  and  shall be made at the time of and
together with the next subsequent adjustment which, together with any adjustment
so  carried  forward,  shall  amount  to at least two cents ($0.02) per security
issuable  upon  exercise  of  this  Warrant.

     6.     No Impairment.  The Company will not, by amendment of its charter or
            --------------
through  reorganization,  consolidation,  merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
     of  any  of  the  terms of this Warrant but will at all times carry out all
such  terms  and  take  all  such  action  as  may  be  reasonably  necessary or
appropriate in order to protect the rights of the holder of this Warrant against
impairment.

     7.     Liquidating  Dividends and Other Distributions.  If the Company pays
            --------------------------------------------------
a dividend or makes a distribution on the Common Stock payable otherwise than in
cash  out of earnings or earned surplus (determined in accordance with generally
accepted accounting principles) except for a stock dividend payable in shares of


<PAGE>

Common  Stock  (a  "Liquidating  Dividend")  or  otherwise  distributes  to  its
stockholders  any  assets,  properties,  rights,  evidence  of  indebtedness,
securities  whether  issued  by the Company or by another, or any other thing of
value,  then the Company will pay or distribute to the Registered Holder of this
Warrant,  upon  the exercise hereof, in addition to the Warrant Shares purchased
upon  such  exercise,  either  (i) the Liquidating Dividend that would have been
paid  to  such  Registered  Holder  if  he  had been the owner of record of such
Warrant Shares immediately prior to the date on which a record is taken for such
Liquidating  Dividend or, if no record is taken, the date as of which the record
holders  of  Common  Stock  entitled to such dividends or distribution are to be
determined or (ii) the same property, assets, rights, evidences of indebtedness,
securities  or  any  other  thing of value that the Registered Holder would have
been  entitled to receive at the time of such distribution as if the Warrant had
been  exercised  immediately  prior  to  such  distribution.

     8.     Notices  of  Record  Date,  Etc.  In  case:
            --------------------------------

          (a) the Company shall take a record of the holders of its Common Stock
(or  other stock or securities at the time deliverable upon the exercise of this
Warrant)  for  the purpose of entitling or enabling them to receive any dividend
or  other distribution, or to receive any right to subscribe for or purchase any
shares  of  stock  of any class or any other securities, or to receive any other
right;  or of any capital reorganization of the Company, any reclassification of
the  capital  stock  of the Company, any consoli-dation or merger of the Company
with  or into another corporation (other than a consolidation or merger in which
the  Company  is  the surviving entity), or any transfer of all or substantially
all  of  the  assets  of  the  Company;  or  of  the  voluntary  or  involuntary
dissolution,  liquidation  or  winding-up of the Company, then, and in each such
case,  the  Company  will mail or cause to be mailed to the Registered Holder of
this  Warrant  a  notice specifying, as the case may be, (i) the date on which a
record  is  to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii)  the  effective  date  on  which  such  reorganization,  reclassification,
consolidation,  merger,  transfer,  dissolution, liquidation or winding-up is to
take  place,  and  the  time,  if any is to be fixed, as of which the holders of
record  of  Common  Stock  (or  such  other  stock  or  securities  at  the time
deliverable  upon  the  exercise  of this Warrant) shall be entitled to exchange
their  shares of Common Stock (or such other stock or securities) for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger,  transfer,  dissolution, liquidation or winding-up. Such
notice  shall  be  mailed  at  least  ten  (10) days prior to the record date or
effective  date  for the event specified in such notice unless such prior notice
is  waived  by  the  Registered  Holder.

     9.     No  Rights  of  Stockholders.  Subject  to  other  Sections  of this
            -----------------------------
Warrant,  the  Registered  Holder  shall  not  be  entitled  to vote, to receive
dividends  or  subscription  rights,  nor  shall  anything  contained  herein be
construed  to confer upon the Registered Holder, as such, any of the rights of a
stockholder  of  the Company, including without limitation any right to vote for
the  election of directors or upon any matter submitted to stockholders, to give
or  withhold consent to any corporate action (whether upon any recapitalization,
issuance  of  stock, reclassification of stock, change of par value or change of
stock  to  no  par  value,  consolidation, merger, conveyance, or otherwise), to
receive  notices,  or  otherwise, until the Warrant shall have been exercised as
provided  herein.


<PAGE>
     10.     Replacement  of  Warrant.  Upon  receipt  of  evidence reasonably
             ------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity  agreement  reasonably satisfactory to the Company, or (in the case of
mutilation)  upon  surrender  and cancellation of this Warrant, the Company will
issue,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

     11.     Mailing of Notices, Etc. All notices and other communications
             ------------------------
from  the  Company  to  the Registered Holder of this Warrant shall be mailed by
first-class  certified  or  registered  mail,  postage  prepaid,  to the address
furnished  to  the  Company  in  writing  by  the last Registered Holder of this
Warrant  who  shall  have  furnished  an  address to the Company in writing. All
notices  and  other communications from the Registered Holder of this Warrant or
in  connection  herewith to the Company shall be mailed by first-class certified
or  registered mail, postage prepaid, to the Company at its principal office set
forth  below.  If  the  Company  should  at  any time change the location of its
principal  office  to  a place other than as set forth below, then it shall give
prompt  written  notice  to the Registered Holder of this Warrant and thereafter
all  references  in  this Warrant to the location of its principal office at the
particular  time  shall  be  as  so  specified  in  such  notice.

     12.     Change  or  Waiver. Any term of this Warrant may be changed or
             ------------------
waived  only  by  an  instrument  in  writing  signed by the party against which
enforcement  of  the  change  or  waiver  is  sought.

     13.     Headings.  The  headings  in  this Warrant are for purposes of
             --------
reference  only  and  shall  not  limit  or  otherwise affect the meaning of any
provision  of  this  Warrant.

     14.     Severability.  If  any provision of this Warrant shall be held
             ------------
to  be  invalid and unenforceable, such invalidity or unenforceability shall not
affect  any  other  provision  of  this  Warrant.

     15.     Governing  Law and Submission to Jurisdiction. This Warrant will be
             -------------------------------------------------
governed  by  and construed in accordance with the laws of the State of New York
without  regard to principles of conflict or choice of laws of any jurisdiction.
The parties hereby agree that any action, proceeding or claim against it arising
out  of, or relating in any way to this Warrant shall be brought and enforced in
the  courts  of  the  State  of  New  York,  and  irrevocably  submit  to  such
jurisdiction,  which  jurisdiction  shall  be  exclusive.

     16.     Certificate. Upon request by the Registered Holder of this Warrant,
             -----------
the  Company shall promptly deliver to such holder a certificate executed by its
President  or  Chief  Financial  Officer  setting  forth  the  total  number  of
outstanding  shares  of capital stock, convertible debt instruments and options,
rights,  warrants  or  other agreements relating to the purchase of such capital
stock  or  convertible  debt  instruments,  together with its calculation of the
number of shares remaining available for issuance upon exercise of this Warrant,
and  a  certificate  of  the  accuracy  of  the  statements  set  forth therein.

     17.     Supplements  and Amendments.  The Company and the Registered Holder
             ----------------------------
may  from  time  to  time  supplement or amend this Warrant in order to cure any


<PAGE>
ambiguity,  to correct or supplement any provision contained herein which may be
defective  or  inconsistent  with  any  provision  herein,  or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and  the  Holder  may  deem  necessary  or  desirable.

     18.     Successors. All the covenants and provisions of this Warrant shall
             ----------
be  binding  upon  and  inure  to  the benefit of the Company and the Registered
Holder  and  their  respective  successors  and  assigns  hereunder.

     19.     Benefits of this Warrant.  Nothing in this Warrant shall be
             ------------------------
construed  to  give  to any person, entity or corporation other than the Company
and  the  Registered  Holder  of  the Warrant Certificate any legal or equitable
right,  remedy  or  claim  under this Warrant; and this Warrant shall be for the
sole  and  exclusive  benefit  of  the  Company and the Registered Holder of the
Warrant  Certificate.

     20.     Counterparts.  This  Warrant  may  be  executed  in  any  number of
             ------------
counterparts and each such counterpart shall for all purposes be deemed to be an
original,  and  such counterparts shall together constitute but one and the same
instrument.


<PAGE>
IN  WITNESS WHEREOF, SKYFRAMES, INC. has caused this Warrant to be signed by its
duly authorized officers under its corporate seal and to be dated on the day and
year  first  written  above.

                                            SKYFRAMES,  INC.


                                            By:_________________________________

                                               Name:  James  France

                                               Title:  Chief  Executive  Officer


                                               Principal  Office:


<PAGE>
                                     ANNEX A
                                     -------

                             NOTICE OF EXERCISE FORM
                             -----------------------


To:                                                  Dated:


     The  undersigned,  pursuant  to  the  provisions  set forth in the attached
Warrant, hereby irrevocably elects to purchase shares of Common Stock covered by
such  Warrant  and  herewith  makes  payment  of $_______, representing the full
purchase  price  for shares at the exercise price per share provided for in such
Warrant.

                                                 Signature:
                                                 Address:


<PAGE>
                                     ANNEX B
                                     -------

                                 ASSIGNMENT FORM
                                 ---------------

     FOR VALUE RECEIVED, _________________________________ hereby sells, assigns
and  transfers  all  of the rights of the undersigned under the attached Warrant
with  respect  to the number of shares of Common Stock covered thereby set forth
below,  unto:

Name  of  Assignee                    Address                    No.  of  Shares
------------------                    -------                    ---------------







                                                 Dated:

                                                 Signature:
                                                 Dated:

                                                 Witness: