EXHIBIT 10.1


                            STOCK PURCHASE AGREEMENT


     THIS  AGREEMENT  made  the 25 day of  July,  2006,  between  B.  G.  DAVIS,
hereafter called the "Seller and E'PRIME AEROSPACE CORPORATION, hereafter called
the "Purchaser";

     RECITALS:  The parties  have reached an  understanding  with respect to the
sale by the Sellers and the purchase by the Purchaser of all but Ninety  Million
(90,000,000) Shares of the capital stock of E'PRIME AEROSPACE  CORPORATION owned
by Seller.

THEREFORE IS AGREED:

1.   Sale of Stock

     The Seller shall sell to the Purchaser at a total  purchase  price of Three
million dollars ($3,000,000.00), 386,800,000 shares of the 476,800,000 shares of
common stock of the  Corporation  as represented  by  Certificates  No.(s) 4302,
7457,  7606,  7616,  8151,  8433,  8879,  9348 and 10167  (hereafter  called the
"Stock") and the Purchaser, in reliance on the representations and warranties of
the Seller contained in this instrument and subject to its terms and conditions,
shall  purchase  those  shares at that  purchase  price.  In the event  that the
existing certificates do not total an even 90,000,000 shares, then the Purchaser
shall cause the Company to re-issue certificates to Seller representing Seller's
10% interest in the company.


2.   Closing

     The closing  shall take place at 9:00 a.m. on or before July 24,  2006.  At
the  closing,  the  Seller  shall  deliver  to  Purchaser  the  endorsed  shares
representing  the purchased  stock, and Purchaser shall deliver to Seller a note
and security agreement for the balance of the purchase price as set forth below.
Both parties shall  execute such other  closing  documents as may be required to
complete this transaction. Seller shall also deliver resignations or retirements
of B. G. Davis as President  and Chairman of the Board of Directors and Betty S.
Davis as Secretary, Treasurer and Director, and Richard L. Elrod as Director. B.
G. Davis  shall  resign or retire as Director  upon  payment in full of the Note
provided for herein.


3.   Payment of Purchase Price

     A. Cash: At closing,  Purchaser  shall pay to Seller the sum of $500,000.00
towards the stock purchase.  An additional sum of $500,000.00  shall paid within
twelve (9) months of the date of Closing.

     B.  Shareholder  Notes:  Within  twelve (12) months of the date of closing,
Purchaser  shall pay to Seller the cash sum of  $1,024,710.46  representing  the
repayment of the Seller's cash loans to the corporation. Said sum is in addition
to the purchase price and is not a credit against the Purchase Price.

     C. Note:  At  closing,  Purchaser  shall  deliver  to Seller a secured  and
convertible  note (the  "Note") in the  amount of  $2,000,000.00  with  interest
thereon at the rate of 1.00% per annum,  which note shall be due and  payable in
full one year after the date of  issuance  thereof.  If payment is not made in a
timely  manner then the Note shall bear  interest  from the maturity date at the



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rate of 18.00% per annum until  paid.  Payment of the note shall be secured by a
secondary blanket security  interest in the assets of the purchaser,  subject to
the first security  interest being acquired by the  Corporation's new lender. In
addition,  the Holder shall have the right, upon default by the Corporation,  to
convert  this Note into such number of fully paid and  non-assessable  shares of
Common Stock as shall be obtained by dividing the total amount of principal  and
unpaid interest  outstanding  hereunder by the Conversion  Price (as hereinafter
defined).  The  Conversion  Price is equal to 100% of the  average  of the daily
closing  sales prices of shares of Common Stock for the 30  consecutive  trading
days immediately preceding the date on which the Holder elects to convert.

     D.  Default.  In the event of a default by  Purchaser in the payment of any
installment  of the  promissory  note,  the  covenants  and  conditions  of this
agreement, or the Security Agreement,  Seller may declare all indebtedness under
the  promissory  notes to be  immediately  due and  payable  and may  proceed to
enforce payment of same and exercise any and all rights and remedies provided by
the Uniform  Commercial Code.  Seller shall also have all conversion  rights set
forth  in the  Note as well  as any  other  remedy  allowed  by law or  provided
therein.

     E. Voting.  It is understood  and agreed that the Purchaser  shall have all
voting  rights for the shares of stock  whatsoever,  including all stock held in
Trust pursuant to the terms hereof.

     F. The Company at closing will sign a 3 year  consulting  contract with Bob
Davis or his assigns for $280,000 dollars annually.

     G. The Company  will  maintain a Florida  office with Bob Davis having rent
free use of those offices for three years.

     H. In the event that the Corporation  (Purchaser) elects to restructure the
corporation  the parties agree that the retained  stock  interest of B. G. Davis
will not be less than ten percent (10%) of the  outstanding  common stock of the
corporation.


4.   Representations  and  Warranties  of Seller.  Seller  hereby  warrants  and
     represents:

     A. Seller is not a party to any agreement, written or oral, creating rights
in respect  of the Stock in any third  person or  relating  to the voting of the
Stock.

     B. Seller is the lawful owner of the Stock,  free and clear of all security
interests, liens, encumbrances, equities and other charges; and

     C. There are no existing  warrants,  options,  stock  purchase  agreements,
redemption  agreements,  and  restrictions  of any  nature,  calls or  rights to
subscribe of any character relating to the Stock.


5.   Transfer of Trade Secrets

     The parties understand and acknowledge that Seller is the holder of certain
Trade Secrets and other  Intellectual  Property In consideration of the promises
and payments contained in the employment agreement,  Seller agrees, upon payment
in full of the Note, to transfer, convey and assign said Trade Secrets and other
Intellectual  Property to the Purchaser.  During the term of this Agreement said



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Trade  Secrets  and  Intellectual  Property  shall  continue  to be  licensed to
Purchaser  on the same  terms as are in  effect on the date of  closing.  In the
event that Purchaser defaults under the terms of the Note, or under the terms of
this  Agreement,  then the obligation to convey or assign said Trade Secrets and
Intellectual  Property shall lapse and the said rights shall remain the property
of the Seller.


6.   Representations  and Warranties of Purchaser.  Purchaser hereby  represents
     and warrants that:

     A. Authority Relative to this Agreement

          Except as otherwise  stated  herein,  the Purchaser has full power and
     authority  to  execute  this  Agreement  and  carry  out  the  transactions
     contemplated  by it and no further  action is necessary by the Purchaser to
     make this  Agreement  valid and  binding  upon  Purchaser  and  enforceable
     against it in accordance with the terms hereof, or to carry out the actions
     contemplated  hereby.  The  execution,  delivery  and  performance  of this
     Agreement by the Purchaser  will not (i) constitute a breach or a violation
     of the Corporation's Certificate of Incorporation,  By-Laws, or of any law,
     agreement,  indenture,  deed of trust,  mortgage,  loan  agreement or other
     instrument to which it is a party, or by which it is bound; (ii) constitute
     a violation  of any order,  judgment or decree to which it is a party or by
     which its assets or properties is bound or affected; or (iii) result in the
     creation of any lien, charge, or encumbrance upon its assets or properties,
     except as stated herein.

     B. Securities Law

          The execution and  performance of the terms of this Agreement will not
     violate any Federal, State or Local law, rule or regulation relating to the
     sale and transfer of securities.  Purchaser shall take all actions required
     to make  this  transaction  conform  to said  securities  laws,  rules  and
     regulations.

     C. Dividends.

          The Corporation  will not declare or pay any cash dividend or make any
     other cash  distribution  on account of the Common Stock or Preferred Stock
     of the Corporation,  or purchase,  acquire,  redeem,  or retire any capital
     stock of the Corporation,  whether now or hereafter outstanding, as long as
     any part of the Note remains outstanding.


     D. Mergers.

          The  Corporation  will not merge or consolidate  with any  corporation
     without the approval of the Note holder, or unless or until the Note holder
     has been paid in full.

     E. Location of Corporate Headquarters

          As long as the Note  remains  unpaid,  the  Corporation  will keep its
     headquarters located in the State of Florida.



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     F. Conversion Registration Rights

     (1) Required Registration. In the event of a default under the Note, and in
     the  event  Seller  notifies  the  Corporation  of the  need to  file,  the
     Corporation  shall be  required  to file a  registration  on  behalf of the
     Seller.

     (2) Voluntary  Registration.  If, at any time while the Note remains unpaid
     in full, the  Corporation  does a registration  statement,  the Corporation
     agrees to register a  sufficient  quantity of stock to retire the Note,  or
     agrees with the underwriter that the note will be paid in full prior to the
     effective date of such registration.

     (3)  Indemnification.  The Purchaser hereby agrees to indemnify each holder
     of  Conversion  Shares  covered  by any such  registration  statement,  its
     officers and directors,  if any, and each person, if any, who controls such
     holder  within the  meaning of Section 15 of the Act,  against  all losses,
     claims,  damages,  liabilities,  expenses,  and actions in respect  thereof
     (under the Act or common law or otherwise) insofar as such losses,  claims,
     damages, liabilities, or expenses arise out of or are based upon any untrue
     statement or alleged  untrue  statement  of a material  fact or omission or
     alleged  omission to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading in any registration
     statement or prospectus  (and as amended or  supplemented  if the Purchaser
     shall  have  furnished  any  amendments  or  supplements  thereto)  or  any
     preliminary prospectus,  or filing for state qualification,  except insofar
     as such losses, claims, damages,  liabilities,  or expenses arise out of or
     based  upon any untrue  statement  or  omission  contained  in  information
     furnished  in  writing  to  the  Purchaser  by  such  holder  or  a  person
     controlling  such  holder  expressly  for  use  therein.   Each  holder  of
     Conversion  Shares  covered by any such  registration  statement  agrees to
     indemnify the Purchaser to the same extent as the foregoing  indemnity from
     the Purchaser to the holder, but only with respect to information furnished
     in writing by the holder expressly for use in such  registration  statement
     or  preliminary  or final  prospectus  or  state  filing.  If the  offering
     pursuant to any such registration  statement is made through  underwriters,
     the Purchaser  agrees to enter into an underwriting  agreement in customary
     form with such  underwriters  and to indemnify such  underwriters  and each
     person who  controls  such  underwriters  within the meaning of the Act. In
     connection   with  any   registration   statement  in  which  a  holder  is
     participating,  each such holder will  furnish to the  Purchaser in writing
     such  information as shall reasonably be requested by the Purchaser for use
     in any such registration statement or prospectus.

     H. Buyer will agree to  immediately  complete the audit,  file all required
paper work to have the company reinstated onto the OTC-BB.


7.   Expenses

     Each of the parties  hereto shall pay its own expenses in  connection  with
this Agreement and the transactions  contemplated hereby, including the fees and
expenses of its councel and its certified public accountants and other experts.



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8.   Broker

     Each of the parties to this Agreement represents and warrants,  each to the
other, that no broker is involved in this Agreement.  Each of the Parties agrees
to indemnify  the other party  against and hold them  harmless  from any and all
liabilities  to any  person,  firm,  or  corporation  claiming  any  broker's or
finder's  fee or  commission  of any kind,  on account of  services  rendered on
behalf of such party in connection  with the  transactions  contemplated by this
Agreement.


9.   Survival of Representations, Warranties, etc.

     Each of the  parties  to this  Agreement  covenants  and  agrees  that  the
representations,  warranties, covenants, and statements and agreements contained
in this Agreement and the exhibits hereto, and in any documents delivered by the
parties in connection  herewith,  shall survive the Closing and terminate on the
maturity date of the purchase money promissory note.


10.  Notices

     All notices,  requests, demands and other communications which are required
or may be given under this Agreement  shall be in writing and shall be deemed to
have been duly given if  delivered or mailed,  postage  prepaid to each party at
the following addresses:

Seller:                                      With copy to:

B. G. DAVIS                                  Richard E. Stadler, Esq.
1221 Sand Pine Circle                        1820 Garden Street
Titusville, FL 32796                         Titusville, FL 32796

Purchaser:                                   With copy to:

OLDHAMP GROUP, INC.
E'Prime Aerospace Corporation         L
James D. Oldham, III                         6389 Quail Hollow, Suite 201
922 Stage Avenue                             Memphis, TN  38120
Memphis, TN. 338127                          ATTN: Linda Mathis

or to such other address as such party shall have specified by notice in writing
to the other party.


11.  Section and Other Headings

     The  section  and  other  headings  contained  in  this  Agreement  are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.


12.  Confidentiality

     The  parties  agree  that  the  terms  of  this   Agreement   shall  remain
confidential  and shall not be  disclosed  to any  person or entity  other  than
officers and  directors of the  Corporation  and parties to whom  disclosure  is



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required  to carry out the terms of this  Agreement.  Upon  payment  of the full
purchase price and  satisfaction  of the Note, then the terms may be made public
by either party.


12.  Miscellaneous

     A. This Agreement shall not become  effective until it has been executed by
all of the parties hereto, but shall be dated for purposes hereof as of the date
and year first above written.

     B.  This  Agreement  shall be  construed  under  the  laws of the  State of
Florida.

     C. Time is of the essence.

     D.  This  Agreement  shall be  binding  upon and inure to the  benefit  of,
respectively, the parties, their successors, legal representatives, grantees and
assigns, as applicable and appropriate, of all parties of this Agreement.

     E. This Agreement  shall not be construed  more strongly  against any party
regardless of who was more responsible for its preparation.

     F. All rights, powers and remedies provided herein may be exercised only to
the extent that the exercise  thereof does not violate any  applicable  laws and
are intended to be limited to the extent  necessary so that they will not render
this Agreement invalid or unenforceable.  If any term of this Agreement shall be
held to be invalid,  illegal, or unenforceable,  the validity of the other terms
of this Agreement shall in no way be affected thereby.

     G. This  Agreement may be executed in any number of  counterparts,  each of
which,  when  so  executed  and  delivered,  shall  be  an  original,  but  each
counterpart shall together constitute one and the same instrument.

     H. In the event it becomes  necessary for either party herein to seek legal
means to enforce the terms of this Agreement,  the non-prevailing  party will be
liable for all reasonable  attorneys' fees,  travel expenses,  deposition costs,
expert  witness  expenses  and  fees  and  any  other  cost of  whatever  nature
reasonably  and  necessarily  incurred  by the  prevailing  party as a necessary
incident to the  prosecution or defense of such action,  or in any post judgment
or collection  proceeding,  plus court costs. In the event it becomes  necessary
for  either  party  to  institute,  defend,  appear  or  attend  any  Bankruptcy
proceedings  as a result of the filing of Bankruptcy  proceedings  by or against
the other party,  all fees and expenses as delineated  above  incurred  shall be
borne by such  party and  shall  become an  additional  amount  due or a set-off
against the amounts due under the terms of this Agreement. If either party files
a bankruptcy  proceeding  or has a bankruptcy  proceeding  filed  against it the
other party shall be entitled to recover all  attorneys' and expert witness fees
incurred in connection with any bankruptcy proceeding, hearing or trial.

     I. No waiver of any breach of this  Agreement  shall be held to be a waiver
of any other or subsequent breach. All remedies afforded in this Agreement shall
be taken and construed as cumulative, this is, in addition to every other remedy
provided  therein or by law.  The failure of either party to enforce at any time



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any of the  provisions  of this  Agreement,  or to exercise  any option which is
herein provided, or to require at any time performance by the other party of any
of the provisions hereof,  shall in no way be construed to be a waiver or create
an estoppel from  enforcement of such  provisions,  nor in any way to affect the
validity of this Agreement or any part thereof,  or the right of either party to
thereafter enforce each and every such provision,  or to seek relief as a result
of the prior breach.

     J. This  Agreement  contains  the entire  understanding  of the parties and
supersedes  all  previous  verbal  and  written  agreements;  there are no other
agreements, representations or warranties not set forth herein.

     IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  by each of the
individual parties hereto, all on the date. first above written.

Signed, Sealed and Delivered                SELLER
in the Presence of

 /s/ Richard E Stabler                       /s/ B. G. DAVIS
-------------------------------             ------------------------------------
          Witness                           B. G. DAVIS

/s/ Lori Hurd
------------------------------
          Witness

                                            PURCHASER

                                            E'PRIME AEROSPACE CORPORATION

 /s/ Richard E Stabler                       /s/ James D. Oldham, III
-------------------------------             ------------------------------------
         Witness                            James D. Oldham, III

/s/ Lori Hurd
-------------------------------
         Witness












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