EXHIBIT 10.4

                                    GUARANTY

DATE:      July 25, 2006

DEBTOR: OLDHAM GROUP, INC.

CREDITOR: B. G. DAVIS

GUARANTOR: JAMES D. OLDHAM, III
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RECITALS:

     A. The Guarantor is a primary shareholder of the Debtor.

     B. The Creditor and the Debtor have entered into a Stock Purchase Agreement
dated July 25, 2006 (Sale Agreement) under which the Creditor has agreed to sell
386,800,000  shares of the common stock of E'Prime Aerospace  Corporation to the
Debtor.  In  connection  with that sale,  the  Debtor is to give the  Creditor a
promissory note of the Debtor in the principal  amount of Two Million and No/100
Dollars  ($2,000,000.00)  (Promissory Note). It is a condition of the closing of
that sale that the Guarantor  guaranty  payment of the Promissory Note and other
obligations of the Debtor to the Creditor.

     C. The purchase by the Debtor from the Creditor  will benefit the Guarantor
as a primary shareholder of the Debtor, and the Guarantor is willing to guaranty
the  Promissory  Note and  other  obligations  of  Debtor  as  provided  in this
Guaranty.


AGREEMENTS:

SECTION 1.  GUARANTY

     The Guarantor absolutely and unconditionally guarantees to the Creditor the
full and prompt  payment by the Debtor of the  Promissory  Note,  together  with
interest  thereon,  as well as each and every  obligation under the terms of the
Sale Agreement and documents  executed by the Debtor in connection with the Sale
Agreement,  in the same manner and with like effect as if the  Guarantor  were a
principal party to such  Promissory  Note and Sale Agreement,  including but not
limited to, all costs and expenses,  including  attorney's fees, incurred by the
Creditor in  connection  with the  collection  of the  Promissory  Note or other
obligation of the Debtor or with the collection or sale of any collateral.


SECTION 2.  NATURE OF UNDERTAKING

     The  liability  of the  Guarantor  under this  Guaranty  shall be absolute,
continuing,  irrevocable, and unconditional.  The Guarantor intends to guaranty,
at all times,  the payment or performance of all of the  obligations  due to the
Creditor under the Promissory Note and the Sale Agreement. No payments made upon
the  obligations  due to the Creditor shall be held to discharge or diminish the
liability of the Guarantor  for any and all remaining or succeeding  obligations
due to the  Creditor.  All  obligations  which the  Guarantor  undertakes to pay
hereunder shall be paid in lawful money of the United States of America.



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SECTION 3.  DURATION OF UNDERTAKING

     This  Guaranty  shall take effect upon receipt by the Creditor  without the
necessity of any  acceptance by the Creditor,  and shall  continue in full force
and effect until payment in full to the Creditor of the amounts,  including both
principal and interest, due to the Creditor under the Promissory Note shall have
been made and  payment  or  performance  in full or all  obligations  due to the
Creditor  by the Debtor  under the terms of the Sale  Agreement  shall have been
made and payment or performance in full of all  obligations  due to the Creditor
by the Guarantor under the terms of this Guaranty shall have been made.


SECTION 4.  DEALINGS WITH DEBTOR

     The  Guarantor  authorizes  the  Creditor  to deal with the  Debtor and the
Debtor's sureties,  endorsers, and other guarantors,  in any manner in which the
Creditor sees fit in connection  with any  obligations  or  indebtedness  of the
Debtor to the Creditor,  without any further consent or  authorization  from the
Guarantor being necessary.  Specifically,  but without limiting the power of the
Creditor,  the Creditor may extend the time for payment of any  indebtedness  of
the Debtor;  the Creditor may release or agree not to sue the Debtor's sureties,
endorsers,  or other guarantors on any terms the Creditor chooses;  the Creditor
may sue or fail to sue the Debtor upon any overdue  indebtedness  or may realize
or neglect to realize upon any collateral held in connection  therewith;  all of
the  foregoing  without the  necessity  of any consent  from the  Guarantor  and
without affecting the Guarantor's liability under this Guaranty.


SECTION 5.  RIGHTS AGAINST GUARANTOR

     Except to the  extent  that the  Creditor  is  required  to give  notice of
default to the Guarantor  pursuant to the Sale Agreement,  the Guarantor  hereby
expressly waives presentment,  protest, demand, or notice of any kind, including
notice of nonpayment of any of the Debtor's  indebtedness  or of any  collateral
thereto and notice of any action or  non-action  on the part of the Debtor,  the
Guarantor, or any surety,  endorser, or other guarantor.  Upon the occurrence of
any default under the terms of the  Promissory  Note or the Sale Agreement and a
failure by the Debtor or the  Guarantor  to cure the same within any  applicable
notice  period,  the  Creditor  shall then and there be  entitled  to  immediate
payment by the Guarantor of the full amount of the  indebtedness and obligations
due to the  Creditor  under  the  Promissory  Note and Sale  Agreement,  and the
Creditor  shall, in the Creditor's  sole  discretion,  have the right to proceed
first and  directly  against the  Guarantor  to collect  such amount  under this
Guaranty without first proceeding  against the Debtor, or any surety,  endorser,
or  other  guarantor  and  without  foreclosing  upon or  selling  or  otherwise
disposing  of any  collateral  the  Creditor may have as security for any of the
Debtor's  indebtedness.  Failure of the Creditor to assert the Creditor's rights
immediately  to payment or so to proceed  shall not relieve the Guarantor of the
Guarantor's obligations under this Guaranty or in any sense constitute a waiver.
The Creditor  shall have the right to demand and collect from the  Guarantor all
or any portion of the Debtor's indebtedness and obligations guaranteed hereunder
and  failure of the  Creditor  at any time to demand  from the  Guarantor  or to
proceed to collect from the Guarantor the full amount of such  indebtedness from
the Guarantor shall not preclude the Creditor from later demanding or proceeding
to  collect  from the  Guarantor  any  remaining  indebtedness  covered  by this



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Guaranty.  In any action or suit against the Guarantor to enforce this Guaranty,
the  Creditor  shall be entitled to recover from the  Guarantor,  in addition to
costs and  disbursements  allowed by law, a reasonable amount for the Creditor's
attorney's fees in such action or suit.


SECTION 6.  ELECTION OF REMEDIES

     Upon the occurrence of a default under the terms of the Promissory  Note or
Sale  Agreement  and a failure by the Debtor or the  Guarantor  to cure the same
within any  applicable  notice  period,  the  Creditor may elect to enforce this
Guaranty,  proceed  against any  collateral  held or pursue any other  available
remedy in any  order or  manner as the  Creditor  may,  in the  Creditor's  sole
discretion,  elect. If the Creditor  elects to sell or otherwise  dispose of any
collateral  and if the  amount  realized  by the  Creditor  upon  such  sale  or
disposition is insufficient  to fully satisfy the  obligations and  indebtedness
guaranteed  in this  Guaranty,  the  Creditor  shall be  entitled to recover the
deficiency  from the  Guarantor  even if the  Creditor  could not  recover  such
deficiency from the Debtor.


SECTION 7.  SUBORDINATION OF GUARANTOR'S RIGHTS AGAINST DEBTOR

     The Guarantor agrees that the indebtedness and obligations of the Debtor to
the Creditor  guaranteed  under this Guaranty shall be, and the same hereby are,
declared to be prior to any claim that the  Guarantor  may now have or hereafter
acquire against the Debtor, whether or not the Debtor becomes insolvent, and the
Guarantor shall and does expressly  subordinate any such claim the Guarantor may
have  against the Debtor,  upon any  account  whatsoever,  to any claim that the
Creditor  may now or  hereafter  have  against  the  Debtor  as a result  of the
indebtedness  and  obligations  guaranteed  in this  Guaranty.  In the  event of
insolvency and consequent liquidation of the assets of the Debtor, the assets of
the Debtor  applicable to the payment of the claims of both the Creditor and the
Guarantor  shall be paid to the  Creditor  and  shall be  first  applied  by the
Creditor to the indebtedness and obligations guaranteed under this Guaranty. The
Guarantor  hereby assigns to the Creditor all claims that the Guarantor may have
or acquire  against the Debtor or any assignee or trustee in  bankruptcy  of the
Debtor;  provided,  that such assignment shall be effective only for the purpose
of assuring to the Creditor  full payment of all  indebtedness  and  obligations
guaranteed under this Guaranty.


SECTION 8.  SUBSTITUTE PERFORMANCE

     The Creditor  hereby agrees to accept  performance  by the Guarantor of any
obligation of the Debtor pursuant to the Promissory Note and Sale Agreement, and
prior to any default,  prior to the lapse of any period for the cure of default,
or subsequent  to default (but not otherwise  than as required by reason of such
default) as if such performance were tendered by the Debtor.


SECTION 9.  MISCELLANEOUS PROVISIONS

     9.1 Binding  Effect.  The provisions of this Guaranty shall be binding upon
and inure to the benefit of the heirs, personal representatives, successors, and
assigns of the parties.



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     9.2 Litigation Expense. In the event of a default under this Guaranty,  the
Guarantor  shall  reimburse  the Creditor for all costs and expenses  reasonably
incurred by the  Creditor in  connection  with the  default,  including  without
limitation attorney's fees.

     9.3 Waiver. No waiver of any provision of this Guaranty shall be deemed, or
shall constitute,  a waiver of any other provision,  whether or not similar, nor
shall any waiver  constitute  a  continuing  waiver.  No waiver shall be binding
unless executed in writing by the party making the waiver.

     9.4  Applicable  Law.  This  Guaranty  shall be  governed  by and  shall be
construed in accordance with the laws of the state of Florida.

     9.5 Partial  Invalidity.  If any term,  provision,  stipulation,  sentence,
clause or word in this Guaranty  shall be held  unenforceable  or invalid,  such
unenforceability  or invalidity shall not affect the  enforceability or validity
of any other portion of this Guaranty.

     Dated effective the 25th day of July, 2006.


                                        /s/ James D. Oldham, III
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                                     JAMES D. OLDHAM, III, personally
















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