EXHIBIT 10.2

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES  PURCHASE AGREEMENT (the "Agreement") is made as of the
5th day of August, 2003, by and between Skyframes, Inc., a Utah corporation (the
"Company"),  and Ocean Drive SF  Associates,  LLC, a New York limited  liability
company and its participants and assignees (the "Investor").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to the Investor,  and the Investor
desires to purchase from the Company,  (a) a convertible  promissory note in the
principal  amount of $250,000  (the  "Note"),  in the form attached as EXHIBIT A
hereto,  and (b) a warrant (the  "Warrant"),  in the form  attached as EXHIBIT B
hereto,  to purchase  250,000  shares of the Company's  common stock,  $0.10 par
value per  share  (the  "Common  Stock"),  pursuant  to the  provisions  of this
Agreement; and

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties do hereby
agree as follows:

         1. PURCHASE AND SALE OF NOTE AND WARRANT.

         1.1 ISSUANCE AND SALE OF 8%  CONVERTIBLE  PROMISSORY  NOTE AND WARRANT.
Subject to the terms and conditions of this  Agreement,  the Investor  agrees to
purchase at the Closing (as hereafter defined),  and the Company agrees to issue
and sell to the  Investor  at the  Closing,  the Note  and the  Warrant,  for an
aggregate  purchase price of Two Hundred Fifty Thousand  ($250,000) Dollars (the
"Purchase Price").

         1.2 CLOSING.

                  (a) The  purchase  and sale of the Note and the  Warrant  (the
"Closing")  shall take place at the  offices of Littman  Krooks  LLP,  655 Third
Avenue,  New York New York 10017,  at 10:00 a.m.,  on August 5, 2003, or at such
other time and place as the Company and the Investor  mutually agree upon orally
or in writing.

                  (b) At the Closing, the Company shall deliver to the Investor,
the Note and the Warrant, against payment of the Purchase Price by check or wire
transfer payable to the Company.

         2.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
represents  and warrants to the  Investor,  except as set forth on a Schedule of
Exceptions to Representations  and Warranties  attached hereto as EXHIBIT C (the
"Schedule of Exceptions"), the following:

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                  2.1  SUBSIDIARIES.  The  Company  does  not  presently  own or
control,  directly  or  indirectly,  any  interest  in  any  other  corporation,
association, or other business entity except as disclosed in the SEC Reports (as
hereinafter    defined)   (each,   a   "Subsidiary"   and   collectively,    the
"Subsidiaries"). Unless the context requires otherwise, all references herein to
the "Company"  shall refer to the Company and its  Subsidiaries.  The Company is
not a party to any joint venture, partnership, or similar arrangement.

                  2.2  ORGANIZATION,  GOOD  STANDING,  AND  QUALIFICATION.   The
Company is a corporation duly organized,  validly existing, and in good standing
under the laws of the State of Utah, and has all requisite  corporate  power and
authority to carry on its business as now conducted.  The  Subsidiaries are duly
organized in their respective  jurisdictions  of organization,  validly existing
and in good standing in such respective jurisdictions and each has the power and
authority to carry on its respective business as now conducted.  The Company and
the  Subsidiaries  are  duly  qualified  to  transact  business  and are in good
standing in each  jurisdiction  in which the failure so to qualify  would have a
Material  Adverse  Effect (as hereafter  defined) on the  Company's  business or
properties.

                  2.3   CAPITALIZATION   AND  VOTING   RIGHTS.   The  number  of
authorized,  issued and outstanding capital stock of the Company is set forth in
EXHIBIT C. Except as disclosed in EXHIBIT C, no securities of the Company or any
Subsidiary  are entitled to preemptive or similar  rights,  nor is any holder of
securities  of the Company or any  Subsidiary  entitled to preemptive or similar
rights  arising out of any  agreement or  understanding  with the Company or any
Subsidiary by virtue of any of the Transaction Documents (defined  hereinafter).
Except as disclosed in EXHIBIT C, there are no  outstanding  options,  warrants,
script rights to subscribe to, calls or commitments of any character  whatsoever
relating to, or  securities,  except as a result of the purchase and sale of the
Securities,  or rights or obligations  convertible into or exchangeable  for, or
giving any Person (as defined below) any right to subscribe for or acquire,  any
shares  of  Common  Stock,  or  contracts,   commitments,   understandings,   or
arrangements  by which the Company or any  Subsidiary  is or may become bound to
issue additional shares of Common Stock, or securities or rights  convertible or
exchangeable  into shares of Common  Stock.  To the  knowledge  of the  Company,
except as  specifically  disclosed  in the SEC Reports (as defined  below) or in
EXHIBIT  C, no  Person  or  group  of  related  Persons  beneficially  owns  (as
determined  pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934,  as  amended  (the  "Exchange  Act")),  or has the right to  acquire by
agreement with or by obligation binding upon the Company,  beneficial  ownership
of in excess of 5% of the  Common  Stock.  A  "Person"  means an  individual  or
corporation,  partnership,  trust,  incorporated or unincorporated  association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.

                  2.4  AUTHORIZATION.  All  corporate  action on the part of the
Company,   its  officers,   directors,   and  shareholders   necessary  for  the
authorization,  execution,  and  delivery of this  Agreement,  the  Registration
Rights  Agreement  (as  hereafter  defined),  the  Note  and  the  Warrant  (the
"Transaction  Documents"),  the  performance  of all  obligations of the Company
hereunder and thereunder and the  authorization,  issuance (or  reservation  for
issuance),  and delivery of the Note and the Warrant being sold  hereunder,  the
Common Stock issuable upon  conversion of the Note and the Common Stock issuable


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upon  exercise  of the  Warrant,  has been  taken or will be taken  prior to the
Closing,  and the  Transaction  Documents  constitute  valid and legally binding
obligations  of the Company,  enforceable  in accordance  with their  respective
terms,   except   (i)  as   limited  by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors' rights generally,  (ii) as limited by laws relating to
the availability of specific performance,  injunctive relief, or other equitable
remedies,  and (iii) to the extent the indemnification  provisions  contained in
the Transaction Documents may be limited by applicable federal or state laws.

                  2.5      VALID ISSUANCE OF NOTE, WARRANT AND COMMON STOCK.

                           (a) The Note and the Warrant are being  purchased  by
the Investor hereunder,  when issued, sold, and delivered in accordance with the
terms hereof for the consideration provided for herein, will be duly and validly
issued,  and,  based in part upon the  representations  of the  Investor in this
Agreement,  will be issued in compliance  with all applicable  federal and state
securities  laws. The Common Stock issuable upon conversion of the Note and upon
exercise of the Warrant have been duly and validly  reserved  for issuance  and,
upon  issuance  in  accordance  with the  terms  of the  Note  and the  Warrant,
respectively,  shall be duly and validly issued,  fully paid and  nonassessable,
and issued in compliance  with all applicable  securities  laws, as presently in
effect, of the United States and each of the states whose securities laws govern
the issuance of the Note and the Warrant hereunder.

                           (b) All  outstanding  shares of  Common  Stock of the
Company  are  duly  and   validly   authorized   and  issued,   fully  paid  and
nonassessable,  and were issued in compliance  with all  applicable  federal and
state securities laws.

                  2.6 FILINGS,  CONSENTS AND APPROVALS.  Neither the Company nor
any Subsidiary is required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or  registration  with,  any court or
other federal,  state, local or other governmental  authority or other Person in
connection  with the execution,  delivery and  performance by the Company of the
Transaction  Documents,  other than (i) applicable  Blue Sky filings and (ii) in
all other cases where the failure to obtain such consent, waiver,  authorization
or order, or to give such notice or make such filing or  registration  could not
have or result in,  individually or in the aggregate,  a material adverse effect
on the results or  operations  of the Company  and its  Subsidiaries  taken as a
whole ("Material Adverse Effect").

                  2.7 LITIGATION. There is no action, suit, proceeding, claim or
investigation pending or, to the knowledge of the Company,  currently threatened
against the Company which questions the validity of the  Transaction  Documents,
or the right of the  Company to enter  into any of them,  or to  consummate  the
transactions  contemplated  hereby or  thereby,  or which might  result,  either
individually or in the aggregate, in any material adverse changes in the assets,
condition,  affairs, or prospects of the Company,  financially or otherwise,  or
any change in the current  equity  ownership of the Company,  nor is the Company
aware that there is any basis for the foregoing. The foregoing includes, without
limitation,  actions,  pending or threatened (or any basis therefor known to the
Company) involving the prior employment of any of the Company's employees, their
use in connection  with the Company's  business of any information or techniques


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allegedly  proprietary to any of their former  employers,  or their  obligations
under any agreements with prior employers. The Company is not a party or subject
to the provisions of any order,  writ,  injunction,  judgment,  or decree of any
court or government agency or instrumentality.

                  2.8 PATENTS AND TRADEMARKS.  The Company has sufficient  title
and  ownership  of  all  patents,   trademarks,   service  marks,  trade  names,
copyrights,  trade secrets,  information,  inventions,  proprietary  rights, and
processes  necessary for its business as now conducted without any conflict with
or  infringement  of the rights of others.  The  Company  has not  received  any
communications  alleging  that the Company has  violated or, by  conducting  its
business  would violate any of the patents,  trademarks,  service  marks,  trade
names,  copyrights,  or trade secrets,  or other proprietary rights of any other
person or entity. The Company is not aware that any of its employees,  officers,
or consultants are obligated under any contract (including licenses,  covenants,
or  commitments of any nature) or other  agreement,  or subject to any judgment,
decree,  or order of any court or  administrative  agency,  that would interfere
with  the  use of  such  employee's,  officer's,  or  consultant's  commercially
reasonable  efforts  to  promote  the  interests  of the  Company  or that would
conflict  with the Company's  business as  conducted.  Neither the execution nor
delivery of the  Transaction  Documents,  nor the  carrying on of the  Company's
business by the  employees  of the  Company,  nor the  conduct of the  Company's
business, will, to the Company's knowledge,  conflict with or result in a breach
of the terms,  conditions,  or provisions of, or constitute a default under, any
contract, covenant, or instrument under which any of such employees, officers or
consultants are now obligated.

                  2.9 COMPLIANCE WITH OTHER  INSTRUMENTS.  The Company is not in
violation  or default of any  provisions  of its  Articles of  Incorporation  or
Bylaws or, to its knowledge, of any instrument,  judgment,  order, writ, decree,
mortgage,  indenture,  lease,  license or  contract to which it is a party or by
which it is bound or, to its knowledge,  of any provision of federal,  state, or
local  statute,  rule, or regulation  applicable to the Company.  The execution,
delivery,  and performance of the Transaction  Documents and the consummation of
the transactions  contemplated  thereby will not result in any such violation or
be in  conflict  with or  constitute,  with or without  the  passage of time and
giving  of  notice,  either a  default  under  any such  provision,  instrument,
judgment,  order,  writ,  decree or contract,  or an event which  results in the
creation of any lien,  charge,  or encumbrance upon any assets of the Company or
the  suspension,  revocation,  impairment,  forfeiture,  or  nonrenewal  of  any
material permit, license,  authorization, or approval applicable to the Company,
its business or operations, or any of its assets or properties.

                  2.10  PERMITS.   The  Company  has  all  material  franchises,
permits,  licenses,  and any similar authority  necessary for the conduct of its
business as now being  conducted by it, the lack of which could  materially  and
adversely affect the business, properties,  prospects, or financial condition of
the Company and believes it can obtain,  without  undue  burden or expense,  any
similar  authority  for the conduct of its business as planned to be  conducted.
The  Company  is not in  default  in any  material  respect  under  any of  such
franchises, permits, licenses, or other similar authority.

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                  2.11  COMPLIANCE  WITH LAWS.  The  conduct of  business by the
Company and each  Subsidiary  as  presently  and proposed to be conducted is not
subject to continuing oversight,  supervision,  regulation or examination by any
governmental  official  or body of the United  States or any other  jurisdiction
wherein the  Company or any  Subsidiary  conducts  or  proposes to conduct  such
business,  except such  regulation as is  applicable  to commercial  enterprises
generally.  Neither the Company nor any of the  Subsidiaries  has  received  any
notice of any violation of or noncompliance  with, any Federal,  state, local or
foreign laws, ordinances, regulations and orders (including, without limitation,
those  relating to  environmental  protection,  occupational  safety and health,
Federal  securities  laws, equal employment  opportunity,  consumer  protection,
credit  reporting,  "truth-in-lending",  and  warranties  and  trade  practices)
applicable to its business or to the business of any  Subsidiary,  the violation
of, or  noncompliance  with,  which would have a  materially  adverse  effect on
either the Company's business or operations, or that of any Subsidiary,  and the
Company knows of no facts or set of circumstances  which would give rise to such
a notice.

                  2.12 DISCLOSURE. This Agreement, the Note, the Warrant and any
other  statements or  certificates  made or delivered in connection  herewith or
therewith  do not contain any untrue  statement  of a material  fact or omits to
state a material  fact  necessary to make the  statements  herein or therein not
misleading.

                  2.13  TITLE TO  PROPERTY  AND  ASSETS.  The  Company  owns its
property  and assets free and clear of all  mortgages,  liens,  loans,  pledges,
security interests,  claims,  equitable  interests,  charges,  and encumbrances,
except  such  encumbrances  and  liens  which  arise in the  ordinary  course of
business and do not  materially  impair the  Company's  ownership or use of such
property  or assets.  With  respect to the  property  and assets it leases,  the
Company is in compliance  with such leases and, to its knowledge,  holds a valid
leasehold interest free of any liens, claims, or encumbrances.

                  2.14 TAX RETURNS,  PAYMENTS,  AND  ELECTIONS.  The Company has
timely  filed all tax  returns  and  reports as  required  by law,  and all such
returns and reports are true and correct in all material  respects.  The Company
has paid all taxes and other  assessments due, if any, except those contested by
it in good faith which are listed in the Schedule of  Exceptions.  The provision
for taxes of the Company as shown in the  Financial  Statements  is adequate for
taxes  due or  accrued  as of the date  thereof.  The  Company  has not  elected
pursuant  to the  Internal  Revenue  Code of 1986,  as amended  ("Code"),  to be
treated as a Subchapter S corporation or a collapsible  corporation  pursuant to
Section 341(f) or Section 1362(a) of the Code.

                  2.15 INSURANCE.  The Company has in full force and effect fire
and casualty insurance  policies,  with extended coverage,  sufficient in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed,  and the Company has insurance against other
hazards, risks, and liabilities to persons and property to the extent and in the
manner customary for companies in similar businesses similarly situated.

                  2.16 SEC REPORTS;  FINANCIAL STATEMENTS. The Company has filed
all  reports  required  to be filed  by it under  the  Exchange  Act,  including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date
hereof (or such  shorter  period as the Company was required by law to file such
material) (the foregoing materials being collectively  referred to herein as the


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"SEC  Reports" and,  together with the Schedule of Exceptions to this  Agreement
the "Disclosure  Materials") on a timely basis or has received a valid extension
of such  time of  filing  and has  filed  any  such  SEC  Reports  prior  to the
expiration of any such extension.  As of their respective dates, the SEC Reports
complied in all material  respects with the  requirements  of the Securities Act
and the Exchange Act and the rules and regulations of the Commission promulgated
thereunder,  and none of the SEC  Reports,  when  filed,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under which they were made,  not  misleading.  All  material
agreements to which the Company is a party or to which the property or assets of
the Company  are  subject  have been filed as exhibits to the SEC Reports to the
extent  required.  The financial  statements of the Company  included in the SEC
Reports comply in all material respects with applicable accounting  requirements
and the rules and  regulations  of the  Commission  with  respect  thereto as in
effect at the time of filing.  Such financial  statements  have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in such  financial  statements or the notes  thereto,  and fairly present in all
material  respects the  financial  position of the Company and its  consolidated
subsidiaries  as of and for the dates thereof and the results of operations  and
cash  flows  for the  periods  then  ended,  subject,  in the case of  unaudited
statements,  to normal,  immaterial,  year-end audit adjustments.  Except as set
forth on EXHIBIT A or except as specifically disclosed in the SEC Reports, since
______ (a) there has been no event,  occurrence or  development  that has had or
that  could  reasonably  be  expected  to have or result in a  Material  Adverse
Effect,  (b) the  Company  has  not  incurred  any  liabilities  (contingent  or
otherwise)  other  than (x)  liabilities  incurred  in the  ordinary  course  of
business  consistent  with past practice and (y)  liabilities not required to be
reflected in the Company's financial  statements pursuant to GAAP or required to
be  disclosed  in filings  made with the  Commission,  (c) the  Company  has not
altered its method of  accounting  or the  identity of its  auditors and (d) the
Company has not  declared or made any payment or  distribution  of cash or other
property to its  stockholders or officers or directors (other than in compliance
with  existing  Company stock or stock option plans) with respect to its capital
stock, or purchased, redeemed (or made any agreements to purchase or redeem) any
shares  of  its  capital  stock.   Additionally,   since  the  adoption  of  the
Sarbanes-Oxley  Act of 2002 (the "New Act"),  the  Company  has  complied in all
material respects with the laws, rules and regulation under the New Act.

                  2.17 NO CONFLICT OF  INTEREST.  The Company is not indebted in
excess of $5,000, directly or indirectly,  to any of its employees,  officers or
directors or to their respective  spouses or children,  in any amount whatsoever
other than in connection  with expenses or advances of expenses  incurred in the
ordinary  course of business or relocation  expenses of employees,  officers and
directors,  nor is the Company contemplating such indebtedness as of the date of
this Agreement. To the Company's knowledge, none of said employees,  officers or
directors,  or any member of their immediate families, is directly or indirectly
indebted  to the  Company  (other  than  in  connection  with  purchases  of the
Company's stock) or have any direct or indirect  ownership  interest in any firm
or  corporation  with which the Company is  affiliated or with which the Company
has a business  relationship or any firm or corporation  which competes with the
Company,  nor is the Company  contemplating  such indebtedness as of the date of
this Agreement, except that employees,  officers,  directors and/or shareholders
of the Company may own stock in publicly  traded  companies (not in excess of 1%


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of the outstanding capital stock thereof) which may compete with the Company. To
the Company's knowledge, no employee,  shareholder,  officer or director, or any
member of their immediate  families,  is, directly or indirectly,  interested in
any material  contract with the Company,  nor does any such person own, directly
or indirectly, in whole or in part, any material tangible or intangible property
that the Company uses or contemplates using in the conduct of its business.  The
Company  is not a  guarantor  or  indemnitor  of any  indebtedness  of any other
Person.

         3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.  The Investor hereby
represents and warrants that:

                  3.1 AUTHORIZATION.  The Transaction Documents constitute valid
and legally binding  obligations of the Investor  enforceable in accordance with
their  terms,  except  (i) as  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors'  rights generally and (ii) as limited by laws relating
to the  availability  of  specific  performance,  injunctive  relief,  or  other
equitable remedies.

                  3.2  PURCHASE  ENTIRELY  FOR OWN  ACCOUNT.  The  Note  and the
Warrant to be  purchased by the  Investor  and the Common  Stock  issuable  upon
conversion  of the Note and the  Common  Stock  issuable  upon  exercise  of the
Warrant (collectively, the "Securities") will be acquired for investment for the
Investor's own account and not with a view to the resale or  distribution of any
part thereof.  The Investor  represents  that it has full power and authority to
enter into this Agreement.

                  3.3 DISCLOSURE OF INFORMATION.  The Investor acknowledges that
it has  received  all the  information  that it has  requested  relating  to the
purchase of the Note and the Warrant.  The Investor  further  represents that it
has had an  opportunity  to ask questions  and receive  answers from the Company
regarding the terms and  conditions of the offering of the Note and the Warrant.
The  foregoing,  however,  does not  limit or  modify  the  representations  and
warranties  of the  Company in Section 2 of this  Agreement  or the right of the
Investor to rely thereon.

                  3.4  ACCREDITED  INVESTOR.  The  Investor  is  an  "accredited
investor"  within the meaning of Rule 501 of Regulation D of the  Securities and
Exchange Commission (the "SEC"), as presently in effect.

                  3.5 RESTRICTED SECURITIES.  Investor understands that the Note
and  the  Warrant  that  it  is  purchasing  is   characterized  as  "restricted
securities"  under the federal  securities laws inasmuch as it is being acquired
from the Company in a  transaction  not  involving a public  offering,  and that
under such laws and applicable regulations such securities may be resold without
registration  under the Securities Act of 1933, as amended (the "Act"),  only in
certain limited circumstances.  In this connection, the Investor represents that
it is familiar with SEC Rule 144, as presently in effect,  and  understands  the
resale limitations imposed thereby and by the Act.

<PAGE>

                  3.6 LEGENDS. It is understood that the certificates evidencing
the Note and the Warrant  (and the Common Stock  issuable  upon  conversion  and
exercise thereof, respectively) may bear one or all of the following legends:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"),  AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS
                  SET  FORTH IN THIS  CERTIFICATE.  THE  SECURITIES  REPRESENTED
                  HEREBY MAY NOT BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF
                  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER
                  THE ACT OR AN OPINION OF  COUNSEL,  REASONABLY  ACCEPTABLE  TO
                  COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE,
                  TRANSFER,   OR   DISPOSITION   MAY  BE   EFFECTUATED   WITHOUT
                  REGISTRATION UNDER THE ACT."

         4. CONDITIONS OF THE INVESTOR'S OBLIGATIONS AT CLOSING. The obligations
of the  Investor  under  subsection  1.1(a) of this  Agreement is subject to the
fulfillment on or before the Closing of each of the following conditions:

                  4.1  REPRESENTATIONS  AND WARRANTIES.  The representations and
warranties of the Company  contained in Section 2 hereof shall be true on and as
of the  Closing  with  the  same  effect  as  though  such  representations  and
warranties had been made on and as of the date of such Closing.

                  4.2 PERFORMANCE. The Company shall have performed and complied
with all  agreements,  obligations,  and conditions  contained in this Agreement
that are  required  to be  performed  or  complied  with by it on or before  the
Closing.

                  4.3 COMPLIANCE CERTIFICATE. The President of the Company shall
deliver to the  Investor,  at the Closing,  a  certificate  certifying  that the
conditions  specified  in Sections 4.1 and 4.2 have been  fulfilled  and stating
that  there has been no  adverse  change in the  business,  affairs,  prospects,
operations, properties, assets, or condition of the Company since ________.

                  4.4  PROCEEDINGS  AND  DOCUMENTS.   All  corporate  and  other
proceedings in connection with the transactions  contemplated at the Closing and
all documents  incident  thereto shall be  reasonably  satisfactory  in form and
substance to the Investor and its counsel, and they shall have received all such
counterpart original and certified or other copies of such documents as they may
reasonably request.

                  4.5  OPINION  OF  COMPANY  COUNSEL.  The  Investor  shall have
received  from The Law Office of Gary C.  Wykidal,  an opinion,  dated as of the
Closing, in form attached hereto as EXHIBIT D.

<PAGE>

                  4.6  GOOD   STANDING   CERTIFICATES.   The   Company  and  the
Subsidiaries  shall have  delivered to the  Investor,  dated as of a date within
five  (5)  business  days of the  Closing,  certificates  issued  by the  proper
authorities in each of their  respective  jurisdictions  of  organization to the
effect that each of them is legally existing and in good standing.

                  4.7 SECRETARY'S CERTIFICATE.  The Company shall have delivered
to the Investor a certificate  executed by the Secretary of the Company dated as
of the Closing certifying the following matters:  (a) the resolutions adopted by
the Company's Board of Directors and  shareholders  relating to the transactions
contemplated by this Agreement;  (b) the Articles of Incorporation and Bylaws of
the Company;  and (c) such other  matters as Investor's  counsel may  reasonably
request.

                  4.8  DELIVERY  OF NOTE AND  WARRANT.  The  Company  shall have
delivered the Note and the Warrant to the Investor, as specified in Section 1.

                  4.9 ANCILLARY  AGREEMENTS.  The Company and the Investor shall
have entered into a registration rights agreement dated of even date herewith, a
form of  which  is  attached  hereto  as  EXHIBIT  E (the  "Registration  Rights
Agreement").

         5. CONDITIONS OF THE COMPANY'S  OBLIGATIONS AT CLOSING. The obligations
of  the  Company  to  the  Investor  under  this  Agreement  is  subject  to the
fulfillment on or before any Closing of each of the following  conditions by the
Investor:

                  5.1  REPRESENTATIONS  AND WARRANTIES.  The representations and
warranties  of the  Investor  contained  in Section 3 shall be true on and as of
such Closing with the same effect as though such  representations and warranties
had been made on and as of such Closing.

                  5.2  PAYMENT  OF  PURCHASE  PRICE.  The  Investor  shall  have
delivered the purchase price specified in Section 1.2.

                  5.3 ANCILLARY  AGREEMENTS.  The Company and the Investor shall
have entered into the Registration Rights Agreement.

         6.       MISCELLANEOUS.

                  6.1 SURVIVAL OF WARRANTIES.  The warranties,  representations,
and  covenants of the Company and the Investor  contained in or made pursuant to
this  Agreement  shall survive the execution and delivery of this  Agreement and
the Closing and shall in no way be affected by any  investigation of the subject
matter thereof made by or on behalf of the Investor or the Company.

                  6.2 SUCCESSORS AND ASSIGNS. This Agreement is personal to each
of the parties and may not be assigned  without the written consent of the other
parties;  PROVIDED,  HOWEVER,  that any of the  Investor  shall be  permitted to
assign its rights  under this  Agreement  and the  Ancillary  Agreements  to any
affiliate of such Purchaser.

                  6.3  GOVERNING  LAW. This  Agreement  shall be governed by and
construed under the laws of the State of New York as applied to agreements among
New York residents  entered into and to be performed  entirely  within New York.


<PAGE>

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  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 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  State  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.

                  6.4  COUNTERPARTS.  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.  This  Agreement,  once
executed by a party,  may be  delivered  to the other party  hereto by facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this Agreement.

                  6.5 TITLES AND  SUBTITLES.  The titles and  subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

                  6.6   NOTICES.   Unless   otherwise   provided,   any  notice,
authorization,  request or demand  required or  permitted to be given under this
Agreement shall be given in writing and shall be deemed  effectively  given upon
personal  delivery  to the  party to be  notified  or three  (3) days  following
deposit with the United States Post Office,  by  registered  or certified  mail,
postage prepaid,  or two days after it is sent by an overnight delivery service,
or when sent by facsimile  with machine  confirmation  of delivery  addressed as
follows:

                  If to the Investor to:

                  Ocean Drive SF Associates, LLC
                  444 Madison Ave, 18th Floor
                  New York, NY 10022
                  Telecopier No.:  (212) 202-4022
                  Attention:  Daniel Myers

                  With a copy to:

                  Littman & Krooks LLP
                  655 Third Avenue
                  New York, NY 10017
                  Telecopier No.: (212) 490-2990
                  Attention:  Mitchell C. Littman, Esq.

<PAGE>

                  If to Company, to:

                  Skyframes, Inc.
                  555 Anton Boulevard, Suite 1200
                  Costa Mesa, CA 92626
                  Telecopier No.:
                  Attention:  James W. France

                  With a copy to:

                  The Law Office of Gary C. Wykidal
                  245 Fischer Avenue, Suite A1
                  Costa Mesa, CA 9262
                  Telecopier No.: (714) 751-5428
                  Attention: Gary Wykidal, Esq.

Any party may  change  its  address  for such  communications  by giving  notice
thereof to the other parties in conformity with this Section.

                  6.7 FINDER'S FEE. Each party represents that it neither is nor
will be obligated  for any finders' or brokers' fee or  commission in connection
with this transaction.

                  6.8  EXPENSES.  If any action at law or in equity is necessary
to enforce or interpret the terms of the  Transaction  Documents the  prevailing
party shall be entitled to  reasonable  attorney's  fees,  costs,  and necessary
disbursements  in  addition  to any  other  relief  to which  such  party may be
entitled.

                  6.9 AMENDMENTS AND WAIVERS.  Any term of this Agreement may be
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the written  consent of the Company and the Investor.
Any amendment or waiver  effected in  accordance  with this  paragraph  shall be
binding upon each holder of any securities purchased under this Agreement at the
time   outstanding   (including   securities  into  which  such  securities  are
convertible), each future holder of all such securities, and the Company.

                  6.10 SEVERABILITY. If one or more provisions of this Agreement
are held to be  unenforceable  under  applicable  law, such  provision  shall be
excluded  from  this  Agreement  and the  balance  of this  Agreement  shall  be
interpreted  as if such  provision  were so excluded and shall be enforceable in
accordance with its terms.

                  6.11  ENTIRE  AGREEMENT.  This  Agreement  and  the  documents
referred  to herein  constitute  the entire  agreement  among the parties and no
party  shall be  liable  or  bound  to any  other  party  in any  manner  by any
warranties,  representations,  or  covenants  except as  specifically  set forth
herein or therein.

<PAGE>

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



                            SKYFRAMES, INC.



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



                            OCEAN DRIVE SF ASSOCIATES, LLC



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