EXHIBIT 10.3


                             STOCK PLEDGE AGREEMENT


THIS  AGREEMENT,  made and  entered  into  this 25th day of July,  2006,  by and
between OLDHAM GROUP, INC., hereinafter jointly and severally referred to as the
"Pledgor," and B. G. DAVIS, hereinafter referred to as the "Pledgee";

                                    RECITALS:

     A.  OLDHAM  GROUP,  INC.  is  indebted  to the  Pledgee  in the  amount  of
$2,500,000.00  as  evidenced  by that certain  Promissory  Note  ("Note") in the
amount of  $2,000,000.00,  a copy of which is attached hereto as Exhibit "A" and
incorporated  herein by  reference,  and as evidenced by the  obligation  to pay
$500,000.00  to  Pledgee  on or before  April 25,  2007  contained  in the Stock
Purchase  Agreement  ("SPA") of even date herewith,  a copy of which is attached
hereto as Exhibit "B"; and

     B.  Pledgor is the owner and holder of  386,800,000  shares of the publicly
traded common shares of E'PRIME AEROSPACE CORPORATION, (the "Company"); and

     C. The  Pledgor,  as the owner of such  issued  and  outstanding  stock has
agreed  that the same will be  pledged  as  security  for the  repayment  of the
aforesaid indebtedness;

NOW, THEREFORE, in consideration of the foregoing Recitals which shall be deemed
an integral part of this  Agreement and not merely as recitals  thereto,  and in
consideration  of the mutual  agreements  and covenants  herein  contained,  the
parties hereto, intending to be legally bound thereby, agree as follows:

     1. Pledge.  The Pledgor herein delivers to the Pledgee to be held in escrow
by Pledgee the aforesaid common shares of stock.

     2. Term.  Equitable  title to such stock shall remain vested in the Pledgor
and the Pledgee  shall hold such stock only as security for the repayment of the
indebtedness described in the Note and SPA, and shall not encumber or dispose of
such stock except in  accordance  with the  provisions of this  Agreement.  Such
stock shall  remain so pledged to the  Pledgee  until the said  indebtedness  is
repaid in full with interest, in accordance with the Note and SPA.

     3.  Voting.  During the terms of this  pledge and so long as the Pledgor is
not in  default  in the  performance  of any of the  terms  of the  indebtedness
described  in the Note or in the SPA,  then the Pledgor  shall have the right to
vote the pledged stock on all corporate  questions and the Pledgee shall execute
due and timely proxies in favor of the Pledgor as may be necessary to this end.

     4.  Representations as to Ability to Pledge Stock. The Pledgor warrants and
represents  that the Pledgor has the right to transfer the pledged stock free of
any  encumbrances  and without  obtaining  the consent so to do from any person,
corporation or entity whatsoever, except the Pledgee.



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     5. Stock  Adjustments,  Warrants,  and Rights. In the event that during the
term of this pledge any stock dividend, reclassification,  readjustment or other
change is declared or made in the capital  structure of the corporate  issuer of
any of the pledged stock,  all new  substituted  and additional  shares or other
securities  issued in respect to the pledged  stock shall be held by the Pledgee
under  the terms of this  Agreement  in the same  manner as the  shares of stock
originally  pledged  hereunder;  and in the event  that  during the term of this
pledge  subscription  warrants or any other rights or options shall be issued in
connection with the pledged stock, such warrants,  rights,  and options shall be
immediately  assigned by the Pledgee to the  Pledgor,  and if  exercised  by the
Pledgor all new stock or other  securities  so acquired by the Pledgor  shall be
immediately assigned to the Pledgee to be held under the terms of this Agreement
in the same manner as the shares of stock originally pledged hereunder.

     6.  Return  of  Stock.  Upon the  payment  in full of the  indebtedness  in
accordance  with the terms of the Note and SPA,  the Pledgee  shall  immediately
deliver possession of the pledged stock to the Pledgor, and this Agreement shall
terminate.

     7.  Documentary  Stamps.  The  Pledgor  agrees  to  pay  for  any  and  all
documentary  stamps which may be imposed on the transfer and delivery to Pledgee
of the pledged stock and substitutions  therefor and any additions thereto,  and
which may be imposed on the retransfer and redelivery of same to the Pledgor.

     8. Default.  In the event the Pledgor defaults in the performance of any of
the terms of this  Agreement or if an event of default,  as defined in the terms
and  conditions  contained in the Note or in the SPA or any  agreement  relating
thereto,  the  Pledgee  shall  have the right to cause the  pledged  stock to be
registered in the name of Pledgee, after which the stock shall be sold at public
or private sale, at the option of the said  Pledgee.  The proceeds  derived from
said  sale  shall  be used to pay  first  the cost and  expenses  of said  sale,
including a  reasonable  attorneys'  fee for making said sale,  and second,  any
interest which may then have accrued with respect  thereto and third, to pay the
remaining  principal of the indebtedness  secured hereby.  Any surplus remaining
after making all the payments hereinabove set forth shall be forthwith paid over
and delivered to Pledgor.

     Pledgee  may be a bidder at any such sale,  and may  purchase  the  pledged
stock or any part thereof; provided, however, that ten (10) days prior notice of
said  sale and the time  and  place  thereof  shall be given to the  Pledgor  by
personal delivery or by certified or registered mail addressed to the Pledgor at
its  registered  corporate  address.  It is further agreed that after a sale and
purchase of the pledged  stock or any part  thereof  there shall be no equity or
right  of  redemption  on the  part  of or by the  Pledgor,  as  all  rights  of
redemption are hereby  expressly waived and released.  It is further  understood
and agreed that the obligors of the aforesaid  indebtedness  shall remain liable
for any deficiency  that may arise after the sale or sales of the pledged stock.
It is further  agreed that no public  advertisement  of the sale of the stock so
pledged hereunder shall be necessary,  and that the Pledgee may at any sale sell
all or any part of such stock  hereby  pledged and that a sale or a part of such
stock shall not operate to prevent the sale at a later date of the  remainder of
such stock, and that such sale may continue from day to day at the option of the
Pledgee without further notice to the Pledgor.



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     The right to vote the pledged stock on all corporate  questions  until such
time as the default is cured and the Pledgor shall execute due an timely proxies
in favor of the Pledgee as may be necessary to this end. In addition,  Upon such
default,  Pledgee shall have the right to receive any and all dividends accruing
to said shares, which dividends shall be applied to the indebtedness in the same
priority  as set  forth  above  for  proceeds  of  sale of the  shares.  Nothing
contained  herein is intended to in any way limit or restrict Pledgee from using
any other remedy which may be provided by law.

     9. Prohibition of Sale or Further  Encumbrance of Stock. During the term of
this  pledge,  the  Pledgor  agrees not to sell,  assign,  dispose of or further
encumber the shares of stock subject to this pledge, without the written consent
of Pledgee,  which consent shall be in the sole and exclusive  discretion of the
Pledgee.

     10. Corporations  Parties to this Agreement.  By being made a party to this
Agreement,  the  corporations  which are parties to this Agreement  agree to the
terms and conditions hereof and further agree that the execution and delivery of
this Agreement shall be authorized by a meeting of the Board of Directors of the
corporations which are parties to this Agreement to be held prior to or upon the
consummation of this Agreement.

     11. Benefit.  This Agreement shall be binding upon and inure to the benefit
of the  parties  hereto  and their  respective  heirs,  beneficiaries,  personal
representatives,  successors,  or assigns, and it is particularly understood and
agreed that whenever the term "Pledgee" is used in the Agreement,  the said term
shall include the Pledgee's successors and assigns.

     12. Any modifications or changes in the terms of this Agreement shall be in
writing and signed by all of the parties.

IN WITNESS WHEREOF,  the parties hereto have executed this Agreement the day and
year first above written.




Signed, Sealed and Delivered          PLEDGOR
in the presence of:                            OLDHAM GROUP, INC.

/s/ Lori Hurd                              /s/ James D. Oldham, III
-------------------------------             ------------------------------------
                                            James D. Oldham, III, President
 /s/ Richard E Stabler
-------------------------------
                                     PLEDGEE

/s/ Lori Hurd                             /s/ B. G. DAVIS
-------------------------------             ------------------------------------
                                            B. G. Davis
 /s/ Richard E Stabler
-------------------------------




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STATE OF FLORIDA  )
COUNTY OF BREVARD )

     The foregoing  instrument was acknowledged before me this 25th day of July,
2006,  by  James D.  Oldham,  III,  President  of  OLDHAM  GROUP,  INC.,  who is
personally known to me or who produced his driver's  license for  identification
and who did not take an oath.

                                        /s/ Richard E Stabler
                                        ----------------------------------
                                        Notary Public
[S E A L]                               Richard E. Stadler
                                        My Commission Expires:





STATE OF FLORIDA  )
COUNTY OF BREVARD )

     The foregoing  instrument was  acknowledged  before me, a Notary Public for
the State of Florida at Large,  this 25th day of July, 2006, by B. G. DAVIS, who
is   personally   known  to  me  or  who  produced  his  driver's   license  for
identification and who did not take an oath.


                                        /s/ Richard E Stabler
                                        ----------------------------------
                                        Notary Public
[S E A L]                               Richard E. Stadler
                                        My Commission Expires:













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