EXHIBIT 10.5

                        RELEASE AND SETTLEMENT AGREEMEHNT
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     This  Mutual  Release  and  Settlement Agreement (the "Release") is entered
into  as  of  March  30,  2003  is  by and between Bricap, LLC ("Claimant"), and
Skyframes,  Inc.,  a  Utah  corporation  ("Skyframes").

                                    RECITALS
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     WHEREAS,  Claimant  believes  he has one or more known of unknown potential
claim  against  Skyframes  related  to its use of certain technology used in its
business,  and  embodied  in  a  patent  for  the  VOS  technology;

     WHEREAS,  Skyframes  wishes  to  settle any potential claims from Claimant,
without  admitting  to  any  liability  on  his  behalf;  and

     WHEREAS,  Skyframes  is  willing  to  transfer  shares of restricted common
shares  to  Claimant  to  extinguish  any  potential  claim  by  Claimant.

     In  consideration  of the foregoing recitals, the parties agree as follows:

1.     INCORPORATION  OF RECITAL PARAGRAPH. The recitals are incorporated herein
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by  this  reference.

2.     CONSIDERATION  AND MUTUAL RELEASE. In consideration of and subject to the
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terms  set  forth  in  Section  3, each party on behalf of itself, its partners,
successors,  assigns,  agents,  representatives,  employees, affiliates, and all
persons acting by, through, under or in consort with it, if any, hereby releases
and  discharges  the  other  party  and  its  owners,  stockholders,  partners,
predecessors, successors, assigns, agents, directors, officers, representatives,
employees,  affiliates,  attorneys,  subsidiaries  and  all  persons  acting by,
through,  under  or  in  consort  with  it  (collectively  as to each party, its
"Related  Parties"), if any, from any and all rights, causes of action, demands,
damages,  costs, loss of services, expenses and compensation whatsoever, claims,
duties, obligations and actions which each party and its above-mentioned agents,
successors,  representatives  and  assigns now have, or as may hereinafter arise
against  the  other  party and its above-mentioned employees, agents, successors
and  assigns, arising out of or connected in any manner with any technology used
by  Skyframes. No party to this Release is hereby admitting or consenting to any
wrongdoing.

3.     TERMS. In settlement, Skyframes shall issue to Claimant 900,000 shares of
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restricted  common  stock of Skyframes. Skyframes makes no representations as to
the  future  value  of  such  shares.

4.     WAIVER  OF  CIVIL  CODE SECTION 1542. Notwithstanding Section 1542 of the
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California  Civil  Code,  which  provides  that:


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     A  General  release  does  not extend to claims which the creditor does not
     know  or  suspect  to  exist  in  his  favor  at  the time of executing the
     agreement,  which  if  known  by  him  must  have  materially  affected his
     settlement  with  the  debtor.

This  Agreement  releases all damages or losses whether known, unknown, foreseen
or  unforeseen  which  each  party  may have against the other party. Each party
acknowledges  that  it  understands  and  acknowledges  the  significance  and
consequences  of  such  specific waiver of Section 1542, and hereby assumes full
responsibility  for  any  damages or losses she, in the future, may incur or may
have  incurred.

5.     MISCELLANEOUS.
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     5.1  This  Agreement is freely and voluntarily executed by each party after
          having  been  apprised  of all relevant information and all data. Each
          party, in executing this Agreement, has not relied on any inducements,
          promises,  or representations made by any other party hereto, or their
          employees  or  agents,  and  the  execution of this Agreement does not
          represent  an  admission of liability on the part of any party hereto.

     5.2  In  the  event  that  legal  proceedings  are  commenced to enforce or
          interpret  any  of  the  terms or conditions of this Agreement, or for
          breach  of  any  such  terms  and conditions, the losing party in such
          proceeding  shall pay to the prevailing party such reasonable sums for
          attorneys'  fees  and  costs  incurred as may be fixed by the court or
          jury  in  addition  to  any  other relief to which it may be entitled.

     5.3  This  Agreement is to be governed b, and construed in accordance with,
          the  laws  of  the  State  of  California.

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

Bricap,  LLC

Name:
Title: