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
