Exhibit 10.28

PLEDGE AGREEMENT
(Subsidiary)

This
PLEDGE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of the 8th day of February, 2008 by
ALDILA GOLF CORP., a Delaware corporation ("Pledgor"), in favor of KEYBANK NATIONAL ASSOCIATION ("Lender").

1.Recitals.

ALDILA, INC.,
a Delaware corporation (together with its successors and assigns, "Borrower"), is entering into that certain Credit and Security Agreement, dated as of
February 8, 2008, with Lender (as the same may from time to time be amended, restated or otherwise modified, the "Credit Agreement"). Pledgor desires that Lender grant the financial
accommodations to Borrower as described in the Credit Agreement.

Pledgor,
a subsidiary of Borrower whose financing is provided by the Loans, as defined in the Credit Agreement, deems it to be in the direct pecuniary and business interests of Pledgor
that Borrower obtain from Lender the Commitment, as defined in the Credit Agreement, and the Loans, provided for in the Credit Agreement.

Pledgor
understands that Lender is willing to enter into and grant the financial accommodations to Borrower provided for in the Credit Agreement only upon certain terms and conditions,
one of which is that Pledgor grant to Lender a security interest in and an assignment of the Collateral, as hereinafter defined, and this Agreement is being executed and delivered in consideration of
each financial accommodation granted to Borrower by Lender and for other valuable consideration.

2.Definitions.Except as specifically defined herein, (a) capitalized terms used herein that are defined
in the Credit Agreement shall have their respective meanings ascribed to them in the Credit Agreement and (b) unless otherwise defined in the Credit Agreement, terms that are defined in the
U.C.C. are used herein as so defined. As used in this Agreement, the following terms shall have the following meanings:



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3.Security Interest.Pledgor hereby grants to Lender a security interest in and an assignment of the Collateral
as security for the Obligations. For the better protection of Lender hereunder, Pledgor has executed appropriate transfer powers, in the form of the attached Exhibit B, with respect to the Pledged
Securities and, concurrently herewith, is depositing the Pledged Securities and the aforesaid transfer
powers with Lender. Pledgor authorizes Lender, at any time after the occurrence and during the continuation of an Event of Default, to transfer the Pledged Securities into the name of Lender or
Lender's nominee, but Lender shall be under no duty to do so. Notwithstanding any provision or inference herein or elsewhere to the contrary, Lender shall have no right to vote the Pledged Securities
at any time unless and until there shall have occurred and be continuing an Event of Default.

4.Pledgor's Representations and Warranties.Pledgor hereby represents and warrants to Lender as follows:



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5.Foreign Subsidiaries.Notwithstanding anything in this Agreement to the contrary, Pledgor shall not be
required to pledge more than sixty-five percent (65%) of the total combined voting power of all classes of equity interests or stock of any first tier Foreign Subsidiary if Pledgor is not
required to do so pursuant to Section 5.20 of the Credit Agreement.

6.Additional Covenants of Pledgor.



7.Events of Default.



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8.Attorney-In-Fact.Pledgor hereby authorizes and empowers Lender to make, constitute
and appoint any officer or agent of Lender as Lender may select, in its exclusive discretion, as Pledgor's true and lawful attorney-in-fact, with the power to endorse Pledgor's
name on all applications, documents, papers and instruments necessary for Lender to take actions with respect to the Collateral after the occurrence and during the continuation of an Event of Default,
including, without limitation, actions necessary for Lender to assign, pledge, convey or otherwise transfer title in or dispose of the Collateral to any Person. Pledgor ratifies all that such
attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the life of this Agreement.

9.Maximum Liability of Pledgor.Anything in this Agreement to the contrary notwithstanding, in no event shall
the amount of the Obligations secured by this Agreement exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of Pledgor
from other affiliates of Borrower) would not render the rights to payment of Lender hereunder void, voidable or avoidable under any applicable fraudulent transfer law.

10.Costs and Expenses.If Pledgor fails to comply with any of its obligations hereunder, Lender may do so in
the name of Pledgor or Lender, but at Pledgor's expense, and Pledgor hereby agrees to reimburse Lender in full for all expenses, including reasonable attorneys' fees, incurred by Lender in protecting,
defending and maintaining the Collateral. Without limiting the foregoing, any and all reasonable fees, costs and expenses, of whatever kind or nature, including the attorneys' fees and expenses
incurred in connection with the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, maintenance fees,
encumbrances or otherwise protecting, maintaining or preserving the Collateral, or in defending or prosecuting any actions or proceedings arising out of or related to the Collateral, shall be borne
and paid by Pledgor upon request of Lender.

11.Notice.All notices, requests, demands and other communications provided for hereunder shall be in writing
and, if to Pledgor, mailed or delivered to it, addressed to it at the address specified on the signature page of this Agreement, and, if to Lender, mailed or delivered to it, addressed to the address
of Lender specified on the signature pages of the Credit Agreement, or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other parties.
All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered or two Business Days after being deposited in the mails
with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt, except that notices pursuant to any of the provisions hereof
shall not be effective until received.

12.Interpretation.Each right, power or privilege specified or referred to in this Agreement is in addition to
any other rights, powers and privileges that Lender may have or acquire by operation of law, by other contract or otherwise. No course of dealing in respect of, nor any omission or delay in the
exercise of, any right, power or privilege by Lender shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further or other exercise thereof or of any other,
as each right, power or privilege may be exercised by Lender either independently or concurrently with other

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rights,
powers and privileges and as often and in such order as Lender may deem expedient. No waiver or consent granted by Lender in respect of this Agreement shall be binding upon Lender unless
specifically granted in writing, which writing shall be strictly construed.

13.Assignment and Successors.This Agreement shall not be assigned by Pledgor without the prior written consent
of Lender. This Agreement shall bind the successors and permitted assigns of Pledgor and shall benefit the successors and assigns of Lender.

14.Severability.If, at any time, one or more provisions of this Agreement is or becomes invalid, illegal or
unenforceable in whole or in part, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15.Termination.At such time as the Obligations shall have been irrevocably paid in full, the Commitment, as
defined in the Credit Agreement, terminated, and the Credit Agreement terminated and not replaced by any other credit facility with Lender, Pledgor shall have the right to terminate this Agreement.
Upon written request of Pledgor, Lender shall promptly execute and deliver to Pledgor appropriate releases with respect to the Collateral and return all of the Pledged Securities to Pledgor.

16.Headings; Execution.The headings and subheadings used herein are for convenience of reference only and
shall be ignored in interpreting the provisions of this Agreement. This Agreement may be executed by facsimile signature, which, when so executed and delivered, shall be deemed to be an original.

17.Governing Law; Submission to Jurisdiction.The provisions of this Agreement and the respective rights and
duties of Pledgor and Lender hereunder shall be governed by and construed in accordance with Ohio law, without regard to principles of conflict of laws. Pledgor hereby irrevocably submits to the
non-exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, any Loan Document or
any Related Writing, and Pledgor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Ohio state or federal court. Pledgor, on behalf
of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any such action or proceeding in
any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. Pledgor
agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law.

[Remainder
of page intentionally left blank.]

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JURY TRIAL WAIVER.PLEDGOR AND LENDER, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG PLEDGOR, BORROWER AND LENDER, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH OR THE TRANSACTIONS RELATED
THERETO.

IN
WITNESS WHEREOF, the undersigned has executed and delivered this Pledge Agreement as of the date first set forth above.

|Address: | 14145 Danielson Street, Suite B |  | ALDILA GOLF CORP.
|-------- | ------------------------------- |  | -----------------
|         | Poway, CA 92064                 |  |                  
|         | Attn: Chief Financial Officer   |  | By:              

Signature
Page to
Pledge Agreement

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EXHIBIT A        PLEDGED SECURITIES

|Name of Subsidiary                                     |  | Jurisdiction               |  | Shares    |  | Certificate Number |  | Ownership Percentage |   
|------------------------------------------------------ |  | -------------------------- |  | --------- |  | ------------------ |  | -------------------- | --
|Aldila de Mexico, S.A. de C.V.                         |  | Mexico                     |  | 6500
3496 |  | 8
9                |  | 99.98                | %*
|Aldila Carbon Fibers Products (Zhuhai) Company Limited |  | People's Republic of China |  |           |  |                    |  | 100                  | %*
|Aldila Composite Products Company Limited              |  | Vietnam                    |  |           |  |                    |  | 100                  | %*

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EXHIBIT B        FORM OF STOCK TRANSFER POWER

FOR
VALUE RECEIVED,
 hereby sells, assigns and transfers unto

() Shares of the
 Capital Stock of
 standing in
 name on the books of said corporation and represented by Certificate No.
 herewith and does hereby irrevocably
constitute and appoint 
attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

|      |  |  | ALDILA GOLF CORP.
|----- |  |  | -----------------
|Date: |  |  | By:              

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