EXHIBIT 10.2


$2,000,000.00                                                     July 25, 2006
                                                            Titusville, Florida

                                 PROMISSORY NOTE

For value received, the undersigned,  jointly and severally,  promises to pay to
the order of B. G. DAVIS the  principal  sum of TWO MILLION  AND NO/100  DOLLARS
($2,000,000.00),  together  with  interest  thereon  at the rate of One  Percent
(1.00%) per annum from date until  maturity,  both  principal and interest being
payable  in  lawful  money of the  United  States of  America  at 1221 Sand Pine
Circle,  Titusville,  FL 32796,  or at such other place as the holder hereof may
designate in writing, said principal and interest to be payable on the dates and
in the amounts as follows:

Principal  and  interest  shall be payable in full on or before  July 25,  2007,
which date is the "Maturity  Date".  Interest after maturity accrues at the rate
of 18% per annum.

This Note is secured by a Pledge  Agreement  of even date  herewith  encumbering
386,800,000 shares of common stock of E'Prime Aerospace Corporation. Any default
under  the  terms of said  Pledge  Agreement,  or under the terms of any Note or
other obligation secured by said Pledge Agreement, shall be a default hereunder.

If  default  be made in the  payment  of any of the sums or  interest  mentioned
herein  or in  said  Pledge  Agreement,  or in  the  performance  of  any of the
agreements  contained  herein  or in said  Pledge  Agreement,  then  the  entire
principal  sum and  accrued  interest  shall at the option of the holder  hereof
become at once due and collectible  without  notice,  time being of the essence;
said principal sum and accrued  interest shall both bear interest from such time
until paid at the rate of Eighteen percent (18%) per annum.  Failure to exercise
this option  shall not  constitute a waiver of the right to exercise the same in
the event of any subsequent default.

Each person liable hereon, whether maker or endorser, hereby waives presentment,
protest, notice of protest, and notice of dishonor, and agrees to pay all costs,
including a reasonable  attorney's fee, whether suit be brought or not, if after
maturity  of this note or default  hereunder,  or under said  Pledge  Agreement,
counsel  shall be  employed to collect  this note or to protect the  security of
said Pledge Agreement.

The undersigned reserves the right to pay this note, in full or in part, without
premium or penalty,  but any such partial  prepayments shall be applied first to
accrued interest and then to principal.

The undersigned  expressly  waives any right to a trial by jury as to any matter
arising under the terms and  conditions of this  Promissory  Note, and expressly
acknowledges  that this  waiver is a material  inducement  to the Lender for the
making of the loan evidenced by this Promissory Note.



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This Note shall be construed in all respects and enforced  according to the laws
of the State of Florida.


                               OLDHAM GROUP, INC.

                                     /s/ James D. Oldham
                                     ------------------------------------------
                                     James D. Oldham, III, President








THE  PROPER  FLORIDA  DOCUMENTARY  STAMP  TAX  HAS  BEEN  PAID  AND  THE  PROPER
DOCUMENTARY STAMPS HAVE BEEN AFFIXED TO THE PLEDGE AGREEMENT.














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