EXHIBIT 10.4

         THIS  PROMISSORY  NOTE AND THE SECURITIES  OBTAINABLE  UPON  CONVERSION
         HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
         AMENDED  ("THE  ACT"),  OR  THE  SECURITIES  LAWS  OF  ANY  STATE.  THE
         SECURITIES  MAY NOT BE  TRANSFERRED  EXCEPT  PURSUANT  TO AN  EFFECTIVE
         REGISTRATION  STATEMENT UNDER SUCH ACT AND APPLICABLE  STATE SECURITIES
         LAWS OR  PURSUANT  TO AN  APPLICABLE  EXEMPTION  FROM THE  REGISTRATION
         REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


                       SENIOR CONVERTIBLE PROMISSORY NOTE

U.S. $250,000                                                     August 5, 2003

         FOR  VALUE  RECEIVED,   Skyframes,   Inc.,  a  Utah   corporation  (the
"Company"), hereby promises to pay to the order of Ocean Drive SF Associates LLC
(the  "Lender") the principal  amount of Two Hundred Fifty  Thousand  ($250,000)
Dollars (the "Principal Amount"), together with interest on the Principal Amount
under this senior  convertible  promissory  note (this  "Note") at the per annum
rate of eight (8%) percent  (calculated daily on the basis of a 360-day year and
actual calendar days elapsed). The Principal Amount and accrued interest on this
Note shall  become due and  payable  in one  installment  on August 4, 2004 (the
"Maturity Date").

         Both the Principal  Amount and accrued interest shall be paid in lawful
money of the United  States of America to the Lender at 444  Madison  Ave,  18th
Floor,  New York, NY 10022, or at such other address as the Lender may designate
by notice in writing to the Company, in immediately available funds.

         If any  payment  hereunder  falls  due on a  Saturday,  Sunday or legal
holiday,  it  shall be  payable  on the next  succeeding  business  day and such
additional time shall be included in the computation of interest.

         This  Note is  issued  pursuant  to that  certain  Securities  Purchase
Agreement by and between the Company and the Lender of even date  herewith  (the
"Securities Purchase Agreement").  Notwithstanding any provision to the contrary
contained  herein,   this  Note  is  subject  and  entitled  to  certain  terms,
conditions,  covenants  and  agreements  contained  in the  Securities  Purchase
Agreement. Reference to the Securities Purchase Agreement shall in no way impair
the  absolute  and  unconditional  obligation  of the  Company  to pay  both the
Principal Amount and interest hereon as provided herein.  All capitalized  terms
not defined  herein shall have the meanings  ascribed  thereto in the Securities
Purchase Agreement.

         This Note,  and the shares of the  Company's  common  stock,  $0.10 par
value per share (the "Common  Stock"),  into which this Note in convertible,  is
also referred to in, and entitled to the benefits of, that certain  registration
rights  agreement  between the Company and the Lender of even date herewith (the
"Registration Rights Agreement").

<PAGE>

         1. SENIOR.  The indebtedness  evidenced by this Note and the payment of
the  Principal  Amount and  interest  thereof  shall be Senior  (as  hereinafter
defined) to, and have priority in right of payment over, all indebtedness of the
Company.  "Senior"  shall be deemed to mean that, in the event of any default in
the payment of the obligations  represented by this Note or of any  liquidation,
insolvency,  bankruptcy,  reorganization, or similar proceedings relating to the
Company,  all sums  payable  on this  Note,  shall  first be paid in full,  with
interest,  if any, before any payment is made upon any other  indebtedness,  now
outstanding  or  hereinafter  incurred,  and, in any such event,  any payment or
distribution  of any  character  which  shall be made in  respect  of any  other
indebtedness  of the Company,  shall be paid over to the holder of this Note for
application to the payment hereof,  unless and until the obligations  under this
Note (which shall mean the Principal  Amount and other  obligations  arising out
of, premium, if any, interest on, and any costs and expenses payable under, this
Note) shall have been paid and satisfied in full. Notwithstanding the foregoing,
the indebtedness  evidenced by this Note and the payment of the Principal Amount
and interest thereof shall rank pari passu with that certain Senior  Convertible
Promissory  Note dated June 16, 2003  issued in favor of Ocean  Drive  Holdings,
LLC.

         2. CONVERSION.

                  (a) CONVERSION.  At the option of the Holder, all or a portion
of the outstanding Principal Amount,  together with accrued but unpaid interest,
on this Note shall convert into shares of the Company's Common Stock. The number
of shares of Common  Stock to be issued upon such  conversion  shall be equal to
the quotient  obtained by dividing (i) the  Principal  Amount,  plus accrued but
unpaid interest by (ii) 0.50 per share (the "Conversion Price"). Any fraction of
a share of Common Stock resulting from this calculation  shall be rounded upward
to the next whole share. The Company covenants to cause such shares, when issued
pursuant to this Section 2(a), to be fully paid and nonassessable, and free from
all taxes,  liens and charges with respect to the issuance  thereof,  other than
any taxes, liens or charges not caused by the Company.

                  (b)  MECHANICS  AND  EFFECT OF  CONVERSION.  To  exercise  the
conversion  privilege,  the Holder shall  surrender  this Note,  together with a
written conversion notice three (3) days prior to conversion,  to the Company at
its principal office.  This Note or portion thereof shall be deemed to have been
converted  immediately  prior to the close of  business on the date of giving of
such notice and the Holder, or the nominee or nominees of such Holder,  shall be
treated  for all  purposes  as the record  holder of the shares of Common  Stock
deliverable  upon such  conversion  as of the close of business on such date. At
its expense,  the Company will, within 15 days thereafter,  issue and deliver to
such Holder,  at such principal  office,  a certificate or certificates  for the
number of shares to which such Holder is entitled upon such conversion, together
with any other securities and property to which the Holder is entitled upon such
conversion  under the terms of this Note.  Upon  conversion  of this  Note,  the
Company will be forever  released from all of its  obligations  and  liabilities
under this Note with regard to that portion of the principal  amount and accrued
interest being converted including without limitation the obligation to pay such
portion of the principal amount and accrued interest.

         3.  RESERVATION  OF  SHARES.  The  Company  shall  at  all  times  have
authorized and reserved for issuance a sufficient number of shares of its Common
Stock to provide for the full conversion of this Note.

<PAGE>

         4. CHANGE OF CONTROL.  Subject to Section 9(c) hereto,  in the event of
(i)  any   transaction  or  series  of  related   transactions   (including  any
reorganization,  merger or consolidation) that results in the transfer of 50% or
more of the outstanding  voting power of the Company,  and (ii) a sale of all or
substantially  all of the assets of the  Company to  another  person,  this Note
shall be  automatically  due and  payable.  The Company will give the Lender not
less than ten (10) business days prior written  notice of the  occurrence of any
events referred to in this Section 4.

         5. CERTAIN  ADJUSTMENTS.  The number and class or series of shares into
which this Note may be converted  under Section 2 shall be subject to adjustment
in accordance with the following provisions:

                  (a) ADJUSTMENT FOR  REORGANIZATION  OR  RECAPITALIZATION.  If,
while this Note remains outstanding and has not been converted, there shall be a
reorganization or recapitalization (other than a combination,  reclassification,
exchange or subdivision of shares otherwise provided for herein),  all necessary
or  appropriate  lawful  provisions  shall  be  made so that  the  Lender  shall
thereafter  be entitled to receive upon  conversion  of this Note,  the greatest
number of shares of stock or other  securities  or property that a holder of the
class of  securities  deliverable  upon  conversion of this Note would have been
entitled to receive in such  reorganization or recapitalization if this Note had
been converted immediately prior to such reorganization or recapitalization, all
subject to further  adjustment  as provided in this  Section 5. If the per share
consideration  payable to the Lender for such class of  securities in connection
with any such transaction is in a form other than cash or marketable securities,
then the value of such  consideration  shall be  determined in good faith by the
Company's Board of Directors.  The foregoing  provisions of this paragraph shall
similarly apply to successive  reorganizations or  recapitalizations  and to the
stock or securities  of any other  corporation  that are at the time  receivable
upon the conversion of this Note. In all events, appropriate adjustment shall be
made in the application of the provisions of this Note (including  adjustment of
the  conversion  price  and  number  of  shares  into  which  this  Note is then
convertible  pursuant to the terms and  conditions of this Note) with respect to
the rights and  interests of the Lender after the  transaction,  to the end that
the  provisions  of this Note shall be applicable  after that event,  as near as
reasonably  may be, in relation to any shares or other  property  deliverable or
issuable after such reorganization or  recapitalization  upon conversion of this
Note.

                  (b)  ADJUSTMENTS  FOR SPLIT,  SUBDIVISION  OR  COMBINATION  OF
SHARES.  If the  Company  at any time while this Note  remains  outstanding  and
unconverted,  shall split or subdivide any class of  securities  into which this
Note may be converted  into a different  number of securities of the same class,
the  number  of shares  of such  class  issuable  upon  conversion  of this Note
immediately  prior  to  such  split  or  subdivision  shall  be  proportionately
increased  and the  conversion  price  for  such  class of  securities  shall be
proportionately  decreased.  If the Company at any time while this Note,  or any
portion hereof,  remains  outstanding and unconverted shall combine any class of
securities  into which this Note may be  converted,  into a different  number of
securities of the same class,  the number of shares of such class  issuable upon
conversion  of  this  Note  immediately  prior  to  such  combination  shall  be
proportionately  decreased and the conversion price for such class of securities
shall be proportionately increased.

<PAGE>

                  (c) ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER  SECURITIES OR
PROPERTY.  If, while this Note remains outstanding and unconverted,  the holders
of any class of securities as to which  conversion  rights under this Note exist
at the time shall have  received,  or, on or after the record date fixed for the
determination of eligible  stockholders,  shall have become entitled to receive,
without  payment  therefor,  other or  additional  stock or other  securities or
property  (other than cash) of the Company by way of dividend,  then and in each
case, this Note shall represent the right to acquire,  in addition to the number
of shares of such class of security receivable upon conversion of this Note, and
without  payment of any additional  consideration  therefor,  the amount of such
other or additional  stock or other  securities or property (other than cash) of
the Company  that such holder would hold on the date of such  conversion  had it
been the holder of record of the class of security receivable upon conversion of
this Note on the date hereof and had thereafter, during the period from the date
hereof to and including the date of such conversion, retained such shares and/or
all other  additional  stock  available by it as  aforesaid  during said period,
giving effect to all adjustments called for during such period by the provisions
of this Section 5.

         6. FURTHER ADJUSTMENTS.  In case at any time or, from time to time, the
Company  shall take any action that affects the class of  securities  into which
this Note may be converted,  other than an action described herein, then, unless
such action  will not have a  materially  adverse  effect upon the rights of the
Lender,  the number of shares of such class of securities (or other  securities)
into which this Note is  convertible  shall be  adjusted in such a manner and at
such time as shall be equitable in the circumstances.

         7.  CERTIFICATE  AS  TO  ADJUSTMENTS.   Upon  the  occurrence  of  each
adjustment  or  readjustment  pursuant to Section 5 or Section 6, the Company at
its sole expense  shall  promptly  compute such  adjustment or  readjustment  in
accordance with the terms hereof and furnish to the Lender a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment  is based.  The Company shall,  upon the written
request at any time of the Lender,  furnish or cause to be furnished to Lender a
like certificate setting forth (i) such adjustments and readjustments,  and (ii)
the number and class of  securities  and the amount,  if any, of other  property
which at the time  would be  received  upon the  conversion  of this Note  under
Section 2.

         8 AFFIRMATIVE  COVENANTS.  The Company covenants and agrees that, while
any amounts under this Note are outstanding, it shall:

                  (a) Do all things necessary to preserve and keep in full force
and effect its corporate existence,  including, without limitation, all licenses
or  similar  qualifications  required  by it to  engage in its  business  in all
jurisdictions  in which it is at the time so engaged;  and continue to engage in
business of the same general  type as conducted as of the date hereof;  and (ii)
continue to conduct its business  substantially as now conducted or as otherwise
permitted hereunder;

                  (c) Pay and discharge promptly when due all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits
or in respect of its  property  before the same shall  become  delinquent  or in


<PAGE>

default, which, if unpaid, might reasonably be expected to give rise to liens or
charges upon such  properties or any part  thereof,  unless,  in each case,  the
validity  or amount  thereof is being  contested  in good  faith by  appropriate
proceedings  and the Company  has  maintained  adequate  reserves  with  respect
thereto in accordance with GAAP;

                  (d) Comply in all material  respects  with all federal,  state
and local laws and regulations,  orders, judgments, decrees, injunctions, rules,
regulations, permits, licenses, authorizations and requirements applicable to it
(collectively,   "Requirements")  of  all  governmental   bodies,   departments,
commissions,  boards,  companies or associations insuring the premises,  courts,
authorities, officials or officers which are applicable to the Company or any of
its properties,  except where the failure to so comply would not have a material
effect on the Company or any of its properties;  PROVIDED, HOWEVER, that nothing
provided  herein shall prevent the Company from  contesting  the validity or the
application of any Requirements;

                  (e) Keep proper  records and books of account  with respect to
its  business  activities,  in which  proper  entries,  reflecting  all of their
financial transactions, are made in accordance with GAAP; and

                  (f) Notify  the  Lender in  writing,  promptly  upon  learning
thereof, of any litigation or administrative  proceeding commenced or threatened
against the Company which involve a claim in excess of $50,000.

         9. NEGATIVE COVENANTS.  The Company covenants and agrees that while any
amount of this Note is outstanding it will not directly or indirectly:

                  (a) Enter into any bank or other  non-trade  indebtedness  for
borrowed  money  in  excess  of  $10,000,  in a  single  transaction  or in  the
aggregate, without the prior written consent of the Lender, provided that in all
cases such indebtedness is junior to the indebtedness evidenced by the Note;

                  (b)  Guarantee,  assume or otherwise  become  responsible  for
(directly or indirectly)  the  indebtedness,  performance,  obligations,  of any
person,  or the agreement by the Company or any of its subsidiaries to do any of
the foregoing, without the prior written consent of the Lender;

                  (c) Declare or pay, directly and indirectly,  any dividends or
make any distributions,  whether in cash, property,  securities or a combination
thereof,  with  respect to (whether by reduction  of capital or  otherwise)  any
shares of its capital stock (including  without  limitation any preferred stock)
or directly or  indirectly  redeem,  purchase,  retire or otherwise  acquire for
value any shares of any class of its  capital  stock or set aside any amount for
any such purpose;

                  (d) Consolidate with or merge into any other person,  or sell,
lease, transfer or assign to any persons or otherwise dispose of (whether in one
transaction or a related series of  transactions) 1% or more of its consolidated


<PAGE>

properties  or assets  (whether  now  owned or  hereafter  acquired),  or permit
another person to merge into it;

                  (e) Own, purchase or acquire any stock, obligations, assets or
securities of, or any interest in, or make any capital  contribution  or loan or
advance of money,  credit or property  to, any other  person,  or make any other
investments,  except that the Company may own,  purchase or acquire (i) existing
subsidiaries   or   subsidiaries   formed  for  the  purposes  of   facilitating
acquisitions  or  carrying  out  the  ordinary  business  of the  Company;  (ii)
certificates  of deposits of any commercial  banks  registered to do business in
any  state of the  United  States  having  capital  and  surplus  in  excess  of
$50,000,000;  (iii) readily marketable,  direct obligations of the United States
government  or any agency  thereof which are backed by the full faith and credit
of the United States; and (iv) investments in prime commercial paper;  PROVIDED,
HOWEVER,  that in each  case  mentioned  in  (ii),  (iii)  or (iv)  above,  such
obligations  shall  mature  not more than 180 days from the date of  acquisition
thereof; and

                  (f) Sell, transfer, discount or otherwise dispose of any claim
or  debt  owing  to it,  including,  without  limitation,  any  notes,  accounts
receivable  or  other  rights  to  receive   payment,   except  for   reasonable
consideration and in the ordinary course of business.

         10. EVENTS OF DEFAULT.  The entire unpaid  Principal  Amount under this
Note and the interest due thereon shall forthwith become and be due and payable,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby expressly  waived, if any one or more of the following events (herein
called "Events of Default")  shall have occurred (for any reason  whatsoever and
whether such  happening  shall be voluntary or  involuntary  or come about or be
effected by operation of law or pursuant to or in compliance  with any judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative  or  governmental  body)  and be  continuing  at the time of such
notice,  except to the extent contemplated by the opening paragraph hereof, that
is to say:

                  (a)  the  Company  shall  (i)  fail to pay  any  amounts  owed
hereunder  as  required  under  the  terms of this Note or (ii) have an event of
default occur and be continuing  under  indebtedness  of the Company (other than
this  Notes)  such that the  holders  of such  indebtedness  have  declared  the
outstanding principal and accrued interest to be immediately due and payable;

                  (b) if the Company shall:

                           (i) admit in writing its  inability  to pay its debts
generally as they become due;

                           (ii) file a petition in  bankruptcy  or a petition to
take advantage of any insolvency act;

                           (iii)  make  an   assignment   for  the   benefit  of
creditors;

                           (iv) consent to the  appointment of a receiver of the
whole or any substantial part of its assets;

<PAGE>

                           (v) on a petition in bankruptcy  filed against it, be
adjudicated a bankrupt; or

                           (vi) file a petition or answer seeking reorganization
or arrangement under the Federal  bankruptcy laws or any other applicable law or
statute of the United  States of America  or any State,  district  or  territory
thereof;

                  (d) if a court of competent jurisdiction shall enter an order,
judgment,  or decree appointing,  without the consent of the Company, a receiver
of the  whole or any  substantial  part of  Company's  assets,  and such  order,
judgment  or decree  shall not be vacated or set aside or stayed  within 90 days
from the date of entry thereof;

                  (e) if, under the  provisions  of any other law for the relief
or aid of debtors,  any court of competent  jurisdiction shall assume custody or
control  of the  whole or any  substantial  part of  Company's  assets  and such
custody or control  shall not be  terminated  or stayed  within 90 days from the
date of assumption of such custody or control; or

                  (f) the  Company  shall  default  in the  performance  of,  or
violate any  representation  or warranty  contained in the  Securities  Purchase
Agreement  and the  Registration  Rights  Agreement or in any written  statement
pursuant thereto or hereto,  report,  financial statement or certificate made or
delivered  to the  Lender by the  Company  shall be untrue or  incorrect  in any
material respect, as of the date when made or deemed made; or

         11.  REMEDIES.  In  case  any  one or more  of the  Events  of  Default
specified in Section 10 hereof shall have occurred and be continuing, the Lender
may proceed to protect and enforce its rights either by suit in equity and/or by
action at law, whether for the specific performance of any covenant or agreement
contained  in this Note or in aid of the  exercise of any power  granted in this
Note, or the Lender may proceed to enforce the payment of all sums due upon this
Note or to enforce any other legal or equitable right of the Lender.

         12.  AMENDMENTS  AND WAIVERS.  Any term of this Note may be amended and
the observance of any term of this Note may be waived (either  generally or in a
particular instance and either  retroactively or prospectively) with the written
consent of the Company and the Lender.

         13. NOTICES. All notices, requests,  consents, and other communications
under this Note shall be in writing and shall be deemed  delivered (i) three (3)
business days after being sent by registered or certified  mail,  return receipt
requested,  postage  prepaid or (ii) one (1) business day after being sent via a
reputable  nationwide  overnight courier service  guaranteeing next business day
delivery, in each case to the intended recipient as set forth below:

                  If to the Company:

                  Skyframes, Inc.
                  555 Anton Boulevard, Suite 1200
                  Costa Mesa, California 92626
                  Attention: James W. France
                  Facsimile:

<PAGE>

                  With a copy to:
                  The Law Office of Gary C. Wykidal
                  245 Fischer Avenue, Suite A1
                  Costa Mesa, CA 92626
                  Telecopier No.: (714) 751-5428
                  Attention: Gary Wykidal, Esq.

                  If to the Lender:

                  Ocean Drive Holdings LLC
                  444 Madison Avenue, 18th Floor
                  New York, NY 10022
                  Attention: Daniel Myers
                  Facsimile: (212) 202-4022

                  With a copy to:
                  Littman Krooks LLP
                  655 Third Avenue
                  New York, NY 10017
                  Attention: Mitchell C. Littman, Esq.
                  Facsimile: (212) 490-2990

                  (ii) Any party may give any notice, request,  consent or other
communication  under  this  Note  using  any  other  means  (including,  without
limitation,  personal delivery, messenger service, telecopy, first class mail or
electronic mail), but no such notice,  request,  consent or other  communication
shall be deemed to have been duly given unless and until it is actually received
by the party for whom it is intended.  Any party may change the address to which
notices,  requests,  consents  or  other  communications  hereunder  are  to  be
delivered  by giving  the other  parties  notice in the manner set forth in this
Section.

         14. CONFLICTING AGREEMENTS. In the event of any inconsistencies between
the terms of this Note and the terms of any other  document  related to the loan
evidenced by this Note, the terms of this Note shall prevail.

         15.  SEVERABILITY.  The unenforceability or invalidity of any provision
or provisions of this Note as to any persons or  circumstances  shall not render
that  provision  or those  provisions  unenforceable  or invalid as to any other
provisions or circumstances,  and all provisions  hereof, in all other respects,
shall remain valid and enforceable.

         16.  GOVERNING LAW. This Note shall be governed by and construed  under
the laws of the State of New York,  without  giving effect to the  principles of
conflicts  of laws.  The  Company  (1)  agrees  that any legal  suit,  action or
proceeding  arising  out of or relating to this  Agreement  shall be  instituted
exclusively  in New York  State  Supreme  Court,  County of New York,  or in the
United States  District Court for the Southern  District of New York, (2) waives
any objection to which the Company may have now or hereafter to the venue of any
such  suit,  action  or  proceeding,   and  (3)  irrevocably   consents  to  the
jurisdiction  of the New York State Supreme  Court,  County of New York, and the


<PAGE>

United States District Court for the Southern  District of New York, in any such
suit, action or proceeding. The Company further agrees to accept and acknowledge
service of any and all process  which may be served in any such suit,  action or
proceeding in the New York Supreme  Court,  County of New York, or in the United
States  District  Court for the  Southern  District  of New York and agrees that
service of process upon the Company  mailed by certified  mail to the  Company's
address shall be deemed in every respect  effective  service of process upon the
Company,  in any such suit,  action or  proceeding.  THE PARTIES HERETO AGREE TO
WAIVE  THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED  UPON OR  ARISING  OUT OF THIS  AGREEMENT  OR ANY  DOCUMENT  OR  AGREEMENT
CONTEMPLATED HEREBY.

         17.  WAIVERS.  The  nonexercise  by either  party of any of its  rights
hereunder in any  particular  instance  shall not constitute a waiver thereof in
that or any subsequent instance.

         18.  LOST   DOCUMENTS.   Upon   receipt  by  the  Company  of  evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and (in the case of loss,  theft or  destruction)  of
indemnity  satisfactory  to it,  and upon  reimbursement  to the  Company of all
reasonable expenses  incidental thereto,  and upon surrender and cancellation of
such Note, if mutilated,  the Company will make and deliver in lieu of such Note
a new  Note of like  tenor  and  unpaid  principal  amount  and  dated as of the
original date of this Note.

                            [Signature Page Follows]


         IN WITNESS WHEREOF,  the Company has caused its duly authorized officer
to execute this Note as of the date first written above.

                       SKYFRAMES, INC.


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




Acknowledged and Accepted:

OCEAN DRIVE SF ASSOCIATES LLC


By ___________________________________
   Name:
   Title: