EXHIBIT 10.3

                              CONSULTING AGREEMENT

     This  CONSULTING  AGREEMENT  is  made as of November 1, 2002, between Allen
Holdings,  Inc.,  a  California  corporation,  DBA  Allen  Communications  (the
"Consultant")  and  Skyframes,  Inc.,  a  Delaware  corporation (the "Company").

                               W I T N E S S E T H

     WHEREAS,  the  Consultant  has  provided valuable technical services to the
Company,  and

     WHEREAS,  the  Consultant is willing to continue to render such services to
the  Company  for  the  compensation  noted  herein.

     NOW  THEREFORE,  in  consideration  for  such  services,  and  other mutual
promises  and  covenants  herein  contained,  it  is  agreed  as  follows:

     SECTION  1  DUTIES.  The  Consultant  will  provide equipment and technical
services to the Company. This service and equipment shall include the following:

-     01-3.7-Meter  Ku-Band  Linear  Antenna  with  2-Port  Cros-Pol  Feed
-     01-Non-Penetrating  load  Frame
-     01-PLL  Low  Noise  Block  Converter  (non-redundant)
-     01-Ku-Band  Upconverter,  70  MHz  IF  (non-redundant)
-     01-16  watt  or  better  Ku-Band  Amplifier  (non-redundant)
-     01-DVB  Modulator  (non-redundant)
-     Lot-IF  Cabling
-     Misc.  Passive  and  Active  Devices
-     Support  or  Service  of  these electronics is on a "Next Business Day" or
"Best  Effort"  basis

     SECTION  2  TERM.  The term of this agreement shall commence on February 1,
2002  and  terminate  on  January  31,  2004.

SECTION 3 COMPENSATION.  As and for compensation for Consultant's services to be
rendered  by him during the term of this agreement, Consultant shall be paid not
less  than  the  sum of $36,000.00. In order to accomplish said payment, Company
shall forthwith issue to Consultant 35,000 shares of the Company's common stock.
Thereafter,  and at the end of each three month period (April 30, 2003, July 31,
2003  and  October  31,  2003  January 31, 2004) Consultant may sell, but is not
required  to  sell,  not  more than $9,000.00 worth of his shares. At the end of
this  agreement,  if consultant has not received at least $36,000.00, net before
taxes,  from  the  sale  of  the  above  issued  shares  of  common  stock, then
Consultant,  at  his  election,  shall  have  the  following  options:


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1.     Return any unsold stock to the company, at which time the Company will be
required  to  immediately  pay to consultant the sum of $36,000.00 less a credit
for the net proceeds of sale, before taxes, received by Consultant from the sale
of  any  of  the  aforesaid  35,000  shares;  or
2.     As  expeditiously  as  possible  sell any unsold stock, and apply the net
proceeds  of  sale,  before  taxes,  against  any  unpaid  balance of $36,000.00
compensation  required  here  under.  At  the  time, Company will be required to
immediately  pay  to  consultant the sum of $36,000.00 less a credit for the net
proceeds  of  sale,  before taxes received by Consultant from the sale of any of
the  aforesaid  35,000  shares;  or
3.     Accept  the  unsold  shares  as  satisfaction  in  full  for  any balance
remaining  on  the  $36,000.00  compensation  required  hereunder.

     SECTION  4 RELATIONSHIP OF PARTIES.  This agreement shall not constitute an
employer-employee  relationship.  It  is  the  intention  of  each  party  that
Consultant  shall  be  an independent contractor and not an employee of Company.
Subject  to  the  express  provisions  herein,  the manner and means utilized by
Consultant  in the performance of Consultant's services hereunder shall be under
the  sole  control  of Consultant. All compensation paid to Consultant hereunder
shall  constitute  earnings  to  Consultant from self-employment income. Company
shall  not  withhold  any  amounts  therefrom  as  federal  or  state income tax
withholding  from wages or as employee contributions under the Federal Insurance
Contributions  Act  (Social  Security)  or  any  similar  federal  or  state law
applicable  to  employers  and  employees.

SECTION  5 DISCLOSURE OF INFORMATION.  Consultant agrees not at any time (during
or  after  the  term of this Agreement) to disclose or use, except in pursuit of
the  business  of  Company  or  of  any  affiliate  of  Company, any Proprietary
Information of Company, or of any affiliate of Company, acquired during the term
of  this  Agreement.  For  purposes  of  this  Agreement the phrase "Proprietary
Information"  means  all information which is known or intended to be known only
to  Consultant  or  employees  of  Company, except in pursuit of the business of
Company,  any  document,  record or other information of Company, or others in a
confidential relationship with Company, and relates to specific business matters
such  as  patents,  patent  applications,  trade  secrets,  secret  processes,
proprietary know-how information relating to Company's business, and identity of
suppliers  or customers or accounting procedures of Company, or relates to other
business  of  Company,  Consultant  agrees  not  to  remove from the premises of
Company,  except  in  pursuit of the business of Company, or of any affiliate of
Company,  any  document,  record  or  other  information  of Company. Consultant
recognizes  that  all  such  documents,  records  or  other information, whether
developed  by  Consultant  or  by  someone  else  for Company, are the exclusive
property  of  Company.

SECTION  6 PROPRIETARY INFORMATION OF OTHERS.  Consultant acknowledges that from
time to time Company may do business with suppliers or customers who will supply


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Company  with  information of a confidential nature, and that Company may have a
contractural  obligation  to  preserve  the  confidential  nature  of  any  such
information.  Consultant agrees to treat any information received from suppliers
or  customers  as confidential, and as if it were the Proprietary Information of
Company,  unless  advised  otherwise  by  an  officer  of  Company.

SECTION  7 REMEDIES.  In addition to any other remedies with Company may have by
virtue  of  this  Agreement, Consultant agrees that in the event a breach of the
obligations  of confidence under this Agreement are threatened, Company shall be
entitled  to  obtain  a  temporary  restraining order and preliminary injunction
against  Consultant  to  restrain  any  breach  of confidence or covenant not to
compete  under  this  Agreement.

SECTION  8  MISCELLANEOUS.  No waiver of any breach or default of this Agreement
by  Consultant shall be considered to be a waiver of any other breach or default
of  this  Agreement.  Should  any litigation be commenced between Consultant and
Company  for  such  breach,  the  party  prevailing  in such litigation shall be
entitled,  in addition to such other relief that may be granted, to a reasonable
sum as and for their or his or its attorney's fees and costs in such litigation.
Every  provision  of  this Agreement is intended to be severable. If any term or
provision  hereof  is  determined  to  be  illegal  or  invalid  for  any reason
whatsoever, said illegibility or invalidity shall not affect the validity of the
remainder  of  this  Agreement.  The  interpreiation  of this Agreement shall be
governed by the local law of the State of California, and Company and Consultant
hereby  consent to the jurisdiction of Orange County, California Superior Court.
This  Agreement  contains  the  entire agreement between the parties hereto with
respect to the subject matter thereof. This Agreement shall inure to the benefit
of  the  Company,  its  successors  and  assigns.

SECTION  9  ATTORNEY'S  FEES.  If there is a dispute between Allen Holdings Inc.
and  Skyframes  regarding  this  agreement,  or if one party has to file suit to
enforce  any provision of this agreement, the prevailing party (as determined by
the  court)  will  be  entitled  to  their  reasonable  attorney's  fees.


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IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the date
first  above  written.


SKYFRAMES,  INC.

By:
      ----------------------------------------------------

Its:
      ----------------------------------------------------

CONSULTANT

By:
      ----------------------------------------------------

Name:      William  Allen,  President

Company:   Allen  Holdings  Inc.  DBA  Allen  Communications

Address:   10813  El  Arco  Dr.
           Whittier,  CA  90603
           PO  Box  6337
           Whittier,  CA  90609

Tax  ID:   95-4676510