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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
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