EXHIBIT 10.3

         THE  SECURITIES  REPRESENTED  BY THIS  WARRANT  HAVE BEEN  ACQUIRED FOR
         INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
         1933, AS AMENDED (THE  "SECURITIES  ACT").  THESE SECURITIES MAY NOT BE
         SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
         THEREFROM UNDER THE SECURITIES ACT OR UNDER STATE SECURITIES LAWS. THIS
         WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF
         EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT, AND NO SALE,
         ASSIGNMENT,  TRANSFER,  OR OTHER  DISPOSITION  OF THIS WARRANT SHALL BE
         VALID OR  EFFECTIVE  UNLESS AND UNTIL SUCH  PROVISIONS  SHALL HAVE BEEN
         COMPLIED WITH.


                                                Date of Issuance: August 5, 2003
                                 SKYFRAMES, INC.
                             Stock Purchase Warrant
                           (Void after August 5, 2008)

         Skyframes, Inc, a Utah corporation (the "Company"), for value received,
hereby certifies and agrees that Ocean Drive SF Associates LLC or its registered
assigns (the "Registered Holder"),  is entitled,  subject to the terms set forth
below,  to  purchase  from the  Company,  at any time or from time to time on or
after the date hereof (the "Date of Issuance")  and on or before the fifth (5th)
anniversary  of the Date of Issuance  at not later than 5:00 p.m.  New York time
(such date and time, the "Expiration Time"), TWO HUNDERD THOUSAND (200,000) duly
authorized, validly issued, fully paid and nonassessable shares of the Company's
common  stock,  $0.001  par value per share (the  "Common  Stock") at an initial
exercise  price equal to $1.15 per share such price will  represent  105% of the
average  trading  price for 5 days prior to closing,  subject to  adjustment  in
certain cases as described herein.  The shares purchasable upon exercise of this
Warrant,  and the purchase price per share,  are hereinafter  referred to as the
"Warrant Shares" and the "Exercise Price,"  respectively.  The term "Warrant" as
used herein  shall  include  this  Warrant and any other  warrants  delivered in
substitution or exchange therefor, as provided herein.

         This  Warrant is issued  pursuant to that certain  Securities  Purchase
Agreement by and between the Company and Ocean Drive SF Associates,  LLC of even
date herewith (the "Securities Purchase Agreement").

         The Warrant  Shares are  entitled  to the  benefits  of,  that  certain
registration rights agreement between the Company and Ocean Drive SF Associates,
LLC of even date herewith (the "Registration Rights Agreement").

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         1.       EXERCISE.

                  1.1.     METHOD OF EXERCISE

                  (a) This Warrant may be exercised by the Registered Holder, in
whole or in part, by surrendering this Warrant, with a Notice of Exercise in the
form of  ANNEX A  hereto  (the  "Notice  of  Exercise")  duly  executed  by such
Registered Holder or by such Registered  Holder's duly authorized  attorney,  at
the principal  office of the Company set forth on the signature page hereto,  or
at such other  office or agency as the Company  may  designate  in writing  (the
"Company's  Office"),  accompanied  by payment in full,  in lawful  money of the
United States,  of the Exercise Price payable in respect of the number of shares
of Warrant Shares purchased upon such exercise.

                  (b) Each exercise of this Warrant shall be deemed to have been
effected  immediately  prior to the  close of  business  on the day on which the
appropriate  Annex form shall be dated and directed to the Company (as evidenced
by the  applicable  postmark or other  evidence of  transmittal)  as provided in
Section 1(a) hereof.  At such time, the person or persons in whose name or names
any  certificates  for Warrant  Shares shall be issuable  upon such  exercise as
provided  in Section  1(c)  hereof  shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates.

                  (c)As soon as practicable  after the exercise of this Warrant,
in full or in part,  and in any  event  within  ten (10)  days  thereafter,  the
Company,  at its expense,  will cause to be issued in the name of, and delivered
to, the Registered  Holder,  or as such Registered  Holder (upon payment by such
Registered Holder of any applicable transfer taxes) may direct:

                           (i) a certificate or  certificates  for the number of
full Warrant Shares to which such Registered  Holder shall be entitled upon such
exercise plus, in lieu of any fractional  share to which such Registered  Holder
would otherwise be entitled,  cash in an amount determined pursuant to Section 4
hereof; and

                           (ii) in case such  exercise  is in part  only,  a new
warrant or warrants  (dated the date hereof) of like tenor,  representing in the
aggregate  on the face or faces  thereof  the  number of  Warrant  Shares  equal
(without  giving effect to any adjustment  therein) to the number of such shares
called for on the face of this Warrant minus the number of such shares purchased
by the  Registered  Holder upon such exercise as provided in Section 3 hereof or
received pursuant to Section 1.2 hereof.

                  1.2.  EXERCISE BY  SURRENDER  OF  WARRANT.  In addition to the
method of  payment  set  forth in  Section  1.1 and in lieu of any cash  payment
required thereunder, the Warrant may be exercised by surrendering the Warrant in
the manner specified in this Section 1, together with  irrevocable  instructions
to the  Company to issue in  exchange  for the  Warrant  the number of shares of
Common  Stock equal to the  product of (x) the number of shares of Common  Stock
underlying the Warrants multiplied by (y) a fraction,  the numerator of which is
the Market Value (as defined  below) of the Common Stock less the Exercise Price
and the  denominator of which is such Market Value.  As used herein,  the phrase
"Market  Value" at any date shall be deemed to be the last  reported sale price,


<PAGE>

or, in case no such  reported  sale takes place on such day,  the average of the
last reported sale prices for the last three (3) trading days, in either case as
officially  reported by the principal  securities exchange or "over the counter"
(including  on the pink sheets or bulletin  board)  exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed or
admitted  to  trading  on any  national  securities  exchange  or sold "over the
counter",  the average closing bid price as furnished by the NASD through NASDAQ
or similar organization if NASDAQ is no longer reporting such information, or if
the  Common  Stock is not  quoted on  NASDAQ,  as  determined  in good  faith by
resolution  of  the  Board  of  Directors  of the  Company,  based  on the  best
information available to it.

         2.SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance by the Company, be
validly issued,  fully paid and  nonassessable,  and free from preemptive rights
and free from all taxes,  liens and charges  with respect  thereto.  The Company
further  covenants  and agrees  that,  from and after the Date of  Issuance  and
during the period  within  which the rights  represented  by this Warrant may be
exercised, the Company will at all times have authorized, and reserve, free from
preemptive  rights,  out of its authorized but unissued  shares of Common Stock,
solely for the purpose of effecting the exercise of this  Warrant,  a sufficient
number of shares of Common  Stock to  provide  for the  exercise  of the  rights
represented by this Warrant.

         3.FRACTIONAL  SHARES.  The  Company  shall  not be  required  upon  the
exercise  of this  Warrant  to issue any  fractional  shares,  but shall make an
adjustment therefor in cash on the basis of the Market Value for each fractional
share of the  Company's  Common Stock which would be issuable  upon  exercise of
this Warrant.

         4. REQUIREMENTS FOR TRANSFER.

                  (a) WARRANT  REGISTER.  The Company  will  maintain a register
(the "Warrant  Register")  containing  the names and addresses of the Registered
Holder or  Registered  Holders.  Any  Registered  Holder of this  Warrant or any
portion  thereof  may change its  address as shown on the  Warrant  Register  by
written  notice to the Company  requesting  such change,  and the Company  shall
promptly  make such  change.  Until this Warrant is  transferred  on the Warrant
Register of the Company, the Company may treat the Registered Holder as shown on
the Warrant  Register as the absolute  owner of this  Warrant for all  purposes,
notwithstanding any notice to the contrary,  provided, however, that if and when
this  Warrant is properly  assigned in blank,  the Company may, but shall not be
obligated  to,  treat the bearer  hereof as the  absolute  owner  hereof for all
purposes, notwithstanding any notice to the contrary.

                  (b) WARRANT  AGENT.  The Company may, by written notice to the
Registered  Holder,  appoint an agent for the purpose of maintaining the Warrant
Register  referred to in Section 4(a) hereof,  issuing the Common Stock issuable
upon the exercise of this  Warrant,  exchanging  this  Warrant,  replacing  this
Warrant  or any or all of the  foregoing.  Thereafter,  any  such  registration,
issuance,  exchange,  or  replacement,  as the case  may be,  may be made at the
office of such agent.

<PAGE>

                  (c)  TRANSFER.  Subject to the  provisions  of this Section 4,
this Warrant and all rights  hereunder  are  transferable,  in whole or in part,
upon the surrender of this Warrant with a properly  executed  Assignment Form in
substantially  the form  attached  hereto as ANNEX B (the  "Assignment")  at the
principal office of the Company.

                  (d) EXCHANGE OF WARRANT UPON A TRANSFER.  On surrender of this
Warrant for exchange,  properly  endorsed on the  Assignment  and subject to the
provisions of this Warrant and with the limitations on assignments and transfers
as contained in this Section 4, the Company at its expense  shall issue to or on
the order of the Registered  Holder a new warrant or warrants of like tenor,  in
the name of the Registered Holder or as the Registered Holder (on payment by the
Registered Holder of any applicable  transfer taxes) may direct,  for the number
of shares issuable upon exercise hereof.

         5. ADJUSTMENT.

                  (a)  COMPUTATION  OF  ADJUSTED   EXERCISE  PRICE.   Except  as
hereinafter  provided,  in case the  Company  shall at any time  after  the date
hereof issue or sell any shares of its Stock (as defined in Section 5(g)), other
than  the  issuances  or  sales  referred  to  in  Section  5(h)  hereof,  for a
consideration per share less than the Exercise Price in effect immediately prior
to the issuance or sale of such shares, or without consideration, then forthwith
upon such  issuance or sale,  the  Exercise  Price  shall  (until  another  such
issuance or sale) be reduced to the price  (calculated to the nearest full cent)
equal to the quotient  derived by dividing (A) an amount equal to the sum of (X)
the  product  of (a) the  Exercise  Price in  effect  immediately  prior to such
issuance  or  sale,  multiplied  by (b) the  total  number  of  shares  of Stock
outstanding  immediately  prior to such issuance or sale, plus (Y) the aggregate
of the amount of all  consideration,  if any,  received by the Company upon such
issuance  or sale,  by (B) the  total  number  of  shares  of Stock  outstanding
immediately  after such issuance or sale;  provided,  however,  that in no event
shall the Exercise Price be adjusted  pursuant to this  computation to an amount
in excess of the Exercise Price in effect immediately prior to such computation,
except in the case of a combination of outstanding  shares of Stock, as provided
by Section 5(c) hereof.

         For the purposes of this Section 5 the term  Exercise  Price shall mean
the  Exercise  Price per share set forth on the first page of this  Warrant,  as
adjusted from time to time pursuant to the provisions of this Section 5.

                  (i) For purposes of any  computation  to be made in accordance
with this Section 5(a), the following provisions shall be applicable:

                  (ii) In case of the  issuance or sale of shares of Stock for a
consideration  part or all of  which  shall  be  cash,  the  amount  of the cash
consideration,  shall be deemed to be the amount of cash received by the Company
for such  shares  (or,  if  shares  of Stock  are  offered  by the  Company  for
subscription,  the subscription price, or, if either of such securities shall be
sold to  underwriters  or dealers  for public  offering  without a  subscription
price, the public offering price,  before  deducting  therefrom any compensation
paid or  discount  allowed  in the sale,  underwriting  or  purchase  thereof by
underwriters  or  dealers  or  other  persons  or  entities  performing  similar
services), or any expenses incurred in connection therewith and less any amounts
payable  to  security  holders  or any  affiliate  thereof,  including,  without
limitation, any employment agreement,  royalty,  consulting agreement,  covenant
not to compete,  earnout or  contingent  payment  right or similar  arrangement,
agreement or understanding,  whether oral or written;  all such amounts shall be
valued at the  aggregate  amount  payable  thereunder  whether such payments are
absolute or contingent and irrespective of the period or uncertainty of payment,
the rate of interest, if any, or the contingent nature thereof.

<PAGE>

                  (iii) In case of the  issuance  or sale  (otherwise  than as a
dividend or other  distribution  on any stock of the Company) of shares of Stock
for a consideration part or all of which shall be other than cash, the amount of
the  consideration  therefor  other than cash shall be deemed to be the value of
such  consideration as determined in good faith by the Board of Directors of the
Company.

                  (iv)  Shares of Stock  issuable  by way of  dividend  or other
distribution  on any capital  stock of the Company  shall be deemed to have been
issued immediately after the opening of business on the day following the record
date for the determination of stockholders  entitled to receive such dividend or
other   distribution   and  shall  be  deemed  to  have  been   issued   without
consideration.

                  (vi) The  reclassification  of securities of the Company other
than shares of Stock into securities  including  shares of Stock shall be deemed
to involve the  issuance of such  shares of Stock for  consideration  other than
cash  immediately  prior to the  close of  business  on the date  fixed  for the
determination of security holders entitled to receive such shares, and the value
of the  consideration  allocable to such shares of Stock shall be  determined as
provided in Section 5(v).

                  (vii)  The   number  of  shares  of  Stock  at  any  one  time
outstanding  shall  include the  aggregate  number of shares  issued or issuable
(subject to readjustment  upon the actual issuance thereof) upon the exercise of
then outstanding  options,  rights,  warrants,  and convertible and exchangeable
securities.

         (b)  OPTIONS,   RIGHTS,   WARRANTS  AND  CONVERTIBLE  AND  EXCHANGEABLE
SECURITIES.

                  (i) In case  the  Company  shall at any  time  after  the date
hereof issue  options,  rights or warrants to subscribe for shares of Stock,  or
issue any securities convertible into or exchangeable for shares of Stock, for a
consideration  per share  less than the  Exercise  Price in effect or the Market
Value  immediately  prior to the issuance of such options,  rights,  warrants or
such  convertible or  exchangeable  securities,  or without  consideration,  the
Exercise  Price in effect  immediately  prior to the  issuance of such  options,
rights, warrants or such convertible or exchangeable securities, as the case may
be, shall be reduced to a price determined by making a computation in accordance
with the provisions of Section 5(a) hereof, provided that:

                  (ii) The aggregate  maximum number of shares of Stock,  as the
case may be, issuable under such options,  rights or warrants shall be deemed to
be issued and  outstanding  at the time such  options,  rights or warrants  were
issued,  for a  consideration  equal to the  minimum  purchase  price  per share
provided for in such options,  rights or warrants at the time of issuance,  plus
the  consideration  (determined in the same manner as consideration  received on
the issue or sale of shares in  accordance  with the terms of the  Warrant),  if
any, received by the Company for such options, rights or warrants. The aggregate
maximum  number of shares of Stock  issuable upon  conversion or exchange of any
convertible  or  exchangeable  securities  shall  be  deemed  to be  issued  and
outstanding at the time of issuance of such securities,  and for a consideration
equal to the  consideration  (determined  in the same  manner  as  consideration
received on the issue or sale of shares of Stock in accordance with the terms of


<PAGE>

the  Warrant)  received  by the Company  for such  securities,  plus the minimum
consideration, if any, receivable by the Company upon the conversion or exchange
thereof. If any change shall occur in the price per share provided for in any of
the options,  rights or warrants referred to in subsection,  or in the price per
share at which the securities  referred to in this subsection are  exchangeable,
such options,  rights or warrants or exchange rights,  as the case may be, shall
be deemed to have  expired  or  terminated  on the date when such  price  change
became  effective in respect to shares not  theretofore  issued  pursuant to the
exercise or  exchange  thereof,  and the Company  shall be deemed to have issued
upon such date new options, rights or warrants or exchangeable securities at the
new price in respect of the number of shares  issuable upon the exercise of such
options,  rights or warrants or the conversion or exchange of such  exchangeable
securities.

         (c) SUBDIVISION AND COMBINATION.  If the Company at any time subdivides
(by  any  stock  split,   stock  dividend,   recapitalization,   reorganization,
reclassification  or  otherwise)  the  shares of Stock  subject  to  acquisition
hereunder  into a greater number of shares,  then,  after the date of record for
effecting such  subdivision,  the Exercise Price in effect  immediately prior to
such  subdivision  will be  proportionately  reduced and the number of shares of
Common  Stock  subject to  acquisition  upon  exercise of this  Warrant  will be
proportionately increased. If the Company at any time combines (by reverse stock
split,  recapitalization,  reorganization,  reclassification  or otherwise)  the
shares of Stock  subject  to  acquisition  hereunder  into a  smaller  number of
shares,  then,  after the date of record for  effecting  such  combination,  the
Exercise  Price  in  effect  immediately  prior  to  such  combination  will  be
proportionately  increased  and the number of shares of Common Stock  subject to
acquisition upon exercise of this Warrant will be proportionately decreased.

         (d)MERGER OR CONSOLIDATION. In case of any consolidation of the Company
with,  or merger of the Company  into any other  corporation,  or in case of any
sale or  conveyance  of all or  substantially  all of the assets of the  Company
other than in  connection  with a plan of complete  liquidation  of the Company,
then  as a  condition  of such  consolidation,  merger  or  sale or  conveyance,
adequate  provision  will be made  whereby the  Registered  Holder will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of Common Stock immediately theretofore subject to acquisition upon the exercise
of this Warrant, such shares of stock,  securities or assets as may be issued or
payable  with respect to or in exchange for the number of shares of Common Stock
immediately  theretofore  subject to acquisition and receivable upon exercise of
this  Warrant had such  consolidation,  merger or sale or  conveyance  not taken
place. In any such case, the Company will make  appropriate  provision to insure
that the  provisions  of this Section 5 hereof will  thereafter be applicable as
nearly as may be in  relation  to any shares of stock or  securities  thereafter
deliverable upon the exercise of this Warrant. 12. (e)NOTICE OF ADJUSTMENT. Upon
the occurrence of any event which requires any adjustment of the Exercise Price,
then  and in each  such  case the  Company  shall  give  notice  thereof  to the
Registered  Holder,  which notice shall state the Exercise Price  resulting from
such  adjustment and the increase or decrease,  if any, in the number of Warrant
Shares  purchasable  at such price upon  exercise,  setting  forth in reasonable
detail the method of  calculation  and the facts upon which such  calculation is
based.

         (f)ADJUSTMENT  IN NUMBER OF  SECURITIES.  Upon each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 5, the number of


<PAGE>

securities  issuable  upon the exercise of each Warrant shall be adjusted to the
nearest  full amount by  multiplying  a number  equal to the  Exercise  Price in
effect  immediately  prior to such  adjustment  by the number of Warrant  Shares
issuable upon exercise of the Warrants  immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.

         (g) DEFINITION OF STOCK.  For the purpose of this  Agreement,  the term
"Stock"  shall  mean (i) the class of stock  designated  as Common  Stock in the
Certificate  of  Incorporation  of the  Company as may be amended as of the date
hereof,  or (ii) any other class of stock resulting from  successive  changes or
reclassifications  of such Stock  consisting  solely of changes in par value, or
from par value to no par value, or from no par value to par value.

         (h) NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES.  No adjustment of
the Exercise Price shall be made:

                  (i) Upon  issuance or sale of this Warrant or Warrant  Shares,
or the other Warrants and Warrant Shares issued in connection herewith, or other
options,  warrants and convertible  securities outstanding as of the date hereof
into or for shares of Common Stock.

                  (ii) Upon the issuance or sale of any shares of capital stock,
or the grant of options exercisable therefor,  issued or issuable after the date
of this Warrant, to directors,  officers, employees, advisers and consultants of
the Company or any subsidiary  pursuant to any incentive or non-qualified  stock
option plan or agreement,  stock purchase plan or agreement,  stock  restriction
agreement  or  restricted  stock plan,  employee  stock  ownership  plan (ESOP),
consulting  agreement,  stock appreciation right (SAR), stock depreciation right
(SDR),  bonus stock  arrangement,  or such other similar  compensatory  options,
issuances, arrangements, agreements or plans approved by the Board of Directors.

                  (iii) If the amount of said adjustment  shall be less than two
cents ($0.02) per security  issuable  upon  exercise of this Warrant,  provided,
however,  that in such case any adjustment that would otherwise be required then
to be made  shall  be  carried  forward  and  shall  be made at the  time of and
together with the next subsequent adjustment which, together with any adjustment
so carried  forward,  shall  amount to at least two cents  ($0.02) per  security
issuable upon exercise of this Warrant.

         6. NO IMPAIRMENT.  The Company will not, by amendment of its charter or
through reorganization,  consolidation,  merger, dissolution,  sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this  Warrant  but will at all  times  carry out all such
terms and take all such action as may be reasonably  necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.

         7. LIQUIDATING DIVIDENDS AND OTHER DISTRIBUTIONS. If the Company pays a
dividend or makes a distribution  on the Common Stock payable  otherwise than in
cash out of earnings or earned surplus  (determined in accordance with generally
accepted accounting principles) except for a stock dividend payable in shares of
Common  Stock  (a  "Liquidating  Dividend")  or  otherwise  distributes  to  its
stockholders  any  assets,   properties,   rights,   evidence  of  indebtedness,


<PAGE>

securities  whether  issued by the Company or by another,  or any other thing of
value,  then the Company will pay or distribute to the Registered Holder of this
Warrant,  upon the exercise hereof,  in addition to the Warrant Shares purchased
upon such  exercise,  either (i) the  Liquidating  Dividend that would have been
paid to such  Registered  Holder  if he had been the  owner  of  record  of such
Warrant Shares immediately prior to the date on which a record is taken for such
Liquidating  Dividend or, if no record is taken, the date as of which the record
holders of Common Stock  entitled to such  dividends or  distribution  are to be
determined or (ii) the same property, assets, rights, evidences of indebtedness,
securities  or any other thing of value that the  Registered  Holder  would have
been entitled to receive at the time of such  distribution as if the Warrant had
been exercised immediately prior to such distribution.

         8. NOTICES OF RECORD DATE, ETC. In case:

                  (a) the  Company  shall  take a record of the  holders  of its
Common  Stock (or other stock or  securities  at the time  deliverable  upon the
exercise of this  Warrant)  for the  purpose of  entitling  or enabling  them to
receive any dividend or other distribution, or to receive any right to subscribe
for or purchase any shares of stock of any class or any other securities,  or to
receive any other right; or of any capital  reorganization  of the Company,  any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger  of  the  Company  with  or  into  another   corporation  (other  than  a
consolidation  or merger in which the Company is the surviving  entity),  or any
transfer of all or  substantially  all of the assets of the  Company;  or of the
voluntary or involuntary dissolution,  liquidation or winding-up of the Company,
then,  and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice  specifying,  as the case may be, (i)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution or right, or (ii) the effective date on which such  reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or such other stock or  securities at the
time  deliverable  upon the  exercise  of this  Warrant)  shall be  entitled  to
exchange  their shares of Common Stock (or such other stock or  securities)  for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up.  Such  notice  shall be mailed  at least ten (10) days  prior to the
record date or effective date for the event specified in such notice unless such
prior notice is waived by the Registered Holder.

         9. NO  RIGHTS  OF  STOCKHOLDERS.  Subject  to  other  Sections  of this
Warrant,  the  Registered  Holder  shall not be  entitled  to vote,  to  receive
dividends  or  subscription  rights,  nor  shall  anything  contained  herein be
construed to confer upon the Registered  Holder, as such, any of the rights of a
stockholder of the Company,  including without  limitation any right to vote for
the election of directors or upon any matter submitted to stockholders,  to give
or withhold consent to any corporate action (whether upon any  recapitalization,
issuance of stock,  reclassification  of stock, change of par value or change of
stock to no par value,  consolidation,  merger,  conveyance,  or otherwise),  to
receive  notices,  or otherwise,  until the Warrant shall have been exercised as
provided herein.

<PAGE>

         10.  REPLACEMENT  OF  WARRANT.  Upon  receipt  of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement  reasonably  satisfactory to the Company, or (in the case of
mutilation)  upon surrender and  cancellation of this Warrant,  the Company will
issue, in lieu thereof, a new Warrant of like tenor.

         11. MAILING OF NOTICES,  ETC. All notices and other communications from
the  Company  to the  Registered  Holder  of this  Warrant  shall be  mailed  by
first-class  certified  or  registered  mail,  postage  prepaid,  to the address
furnished  to the  Company  in  writing  by the last  Registered  Holder of this
Warrant  who shall have  furnished  an address to the  Company in  writing.  All
notices and other  communications  from the Registered Holder of this Warrant or
in connection  herewith to the Company shall be mailed by first-class  certified
or registered mail, postage prepaid,  to the Company at its principal office set
forth  below.  If the  Company  should at any time  change the  location  of its
principal  office to a place other than as set forth  below,  then it shall give
prompt written  notice to the  Registered  Holder of this Warrant and thereafter
all  references in this Warrant to the location of its  principal  office at the
particular time shall be as so specified in such notice.

         12. CHANGE OR WAIVER. Any term of this Warrant may be changed or waived
only by an instrument in writing  signed by the party against which  enforcement
of the change or waiver is sought.

         13.  HEADINGS.  The  headings  in  this  Warrant  are for  purposes  of
reference  only and shall not  limit or  otherwise  affect  the  meaning  of any
provision of this Warrant.

         14. SEVERABILITY.  If any provision of this Warrant shall be held to be
invalid and unenforceable,  such invalidity or unenforceability shall not affect
any other provision of this Warrant.

         15. GOVERNING LAW AND SUBMISSION TO JURISDICTION.  This Warrant will be
governed by and construed in  accordance  with the laws of the State of New York
without regard to principles of conflict or choice of laws of any  jurisdiction.
The parties hereby agree that any action, proceeding or claim against it arising
out of, or relating in any way to this Warrant  shall be brought and enforced in
the  courts  of  the  State  of  New  York,  and  irrevocably   submit  to  such
jurisdiction, which jurisdiction shall be exclusive.

         16. CERTIFICATE. Upon request by the Registered Holder of this Warrant,
the Company shall promptly deliver to such holder a certificate  executed by its
President  or  Chief  Financial  Officer  setting  forth  the  total  number  of
outstanding  shares of capital stock,  convertible debt instruments and options,
rights,  warrants or other  agreements  relating to the purchase of such capital
stock or  convertible  debt  instruments,  together with its  calculation of the
number of shares remaining available for issuance upon exercise of this Warrant,
and a certificate of the accuracy of the statements set forth therein.

         17.  SUPPLEMENTS AND AMENDMENTS.  The Company and the Registered Holder
may from time to time  supplement  or amend  this  Warrant  in order to cure any
ambiguity,  to correct or supplement any provision contained herein which may be


<PAGE>

defective  or  inconsistent  with any  provision  herein,  or to make any  other
provisions in regard to matters or questions arising hereunder which the Company
and the Holder may deem necessary or desirable.

         18. SUCCESSORS.  All the covenants and provisions of this Warrant shall
be binding  upon and inure to the  benefit  of the  Company  and the  Registered
Holder and their respective successors and assigns hereunder.

         19.  BENEFITS  OF THIS  WARRANT.  Nothing  in  this  Warrant  shall  be
construed to give to any person,  entity or  corporation  other than the Company
and the  Registered  Holder of the Warrant  Certificate  any legal or  equitable
right,  remedy or claim under this  Warrant;  and this Warrant  shall be for the
sole and  exclusive  benefit of the  Company  and the  Registered  Holder of the
Warrant Certificate.

         20.  COUNTERPARTS.  This  Warrant  may be  executed  in any  number  of
counterparts and each such counterpart shall for all purposes be deemed to be an
original,  and such counterparts shall together  constitute but one and the same
instrument.



<PAGE>



         IN WITNESS  WHEREOF,  SKYFRAMES,  INC.  has caused  this  Warrant to be
signed by its duly authorized  officers under its corporate seal and to be dated
on the day and year first written above.

                                 SKYFRAMES, INC.


                                 By:_________________________________

                                 Name: James France

                                 Title: Chief Executive Officer


                                 Principal Office:





<PAGE>



ANNEX A

                             NOTICE OF EXERCISE FORM


To:                                                        Dated:



                  The  undersigned,  pursuant to the provisions set forth in the
attached Warrant,  hereby  irrevocably elects to purchase shares of Common Stock
covered by such Warrant and herewith  makes  payment of $_______ ,  representing
the full purchase  price for shares at the exercise price per share provided for
in such Warrant.

                                    Signature:

                                    Address:



<PAGE>









ANNEX B

                                 ASSIGNMENT FORM

FOR        VALUE  RECEIVED,   _________________________________   hereby  sells,
           assigns and transfers all of the rights of the undersigned  under the
           attached Warrant with respect to the number of shares of Common Stock
           covered thereby set forth below, unto:

NAME OF ASSIGNEE                   ADDRESS                    NO. OF SHARES







                                     Dated:

                                     Signature:

                                     Dated:

                                     Witness: