EXHIBIT 10.5

                                 SKYFRAMES, INC.

                          REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement"),  dated as of
August 5, 2003, is made by and between Skyframes,  Inc., a Utah corporation (the
"Company"),  and Ocean Drive SF  Associates,  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
250,000  shares of the Company's  common  stock,  $0.10 par value per share (the
"Common  Stock") for an aggregate  purchase  price of Two Hundred Fifty Thousand
($250,000) 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. 1. CERTAIN DEFINITIONS.  As used in this Agreement, the following
terms 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


<PAGE>

declaration  or ordering of  effectiveness  of such  registration  statement  or
document by the Commission.

         "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 _______,  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.

<PAGE>

                  (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 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


<PAGE>

persons  reasonably may request in order to facilitate the intended  disposition
of the Registrable Securities covered by such registration statement;

                  (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
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


<PAGE>

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
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
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."

<PAGE>

         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.

         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


<PAGE>

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
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.

<PAGE>

                  (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
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.
5.
         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.

<PAGE>

         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
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.

<PAGE>

                  (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
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.



         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 SF ASSOCIATES, LLC


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