PLEDGE OF SHARES OF STOCK

     FOR VALUE RECEIVED, AvStar Aviation Services, Inc. ("AvStar") whose address
is 3600 South Gessner Road, Suite 220, Houston, Texas 77063 hereby grants to
TexCom, Inc. ("TexCom"), a security interest in the following stock as
collateral security:

     SEVEN HUNDRED FIFTY (750) shares of stock of San Diego Airmotive,
represented by Stock Certificates Number 5, and SEVEN HUNDRED FIFTY (750) Shares
of stock of San Diego Airmotive, represented by Stock Certificate Number 6, to
secure the obligations of AvStar set forth in the Stock Purchase Agreement dated
November 11, 2006, between AvStar and TexCom, and reflected in the Promissory
Note dated November 17, 2006, by and between AvStar Aviation Services, Inc. and
TexCom, Inc., in the amount of Two Hundred Thirty Five Thousand ($235,000.00),
or any adjustments made thereto under the terms of said Note.

 It is further agreed:
TexCom may assign or transfer said debt and the collateral pledged hereunder to
any third party.

During the term of this pledge agreement, and so long as it is not in default,
AvStar shall have full rights to vote said shares and be entitled to all
dividends income, except that stock dividends shall also be pledged.

Upon default of payment of the debt, or breach of this pledge agreement, TexCom
or Holder shall have full rights to foreclose on the pledged shares and exercise
its rights as a secured party under the provisions of the Universal Commercial
Code of the State of Texas and said rights being cumulative with any other
rights TexCom or holder may have against AvStar.

AvStar understands that, upon foreclosure, the pledged shares may be sold at
public auction or public sale. AvStar shall be provided reasonable notice of any
said intended sale and shall have full rights to redeem said shares at any time
prior to said sale upon payment of the balance due hereunder, and accrued costs
of collection.

Upon payment of the obligation for which the shares are pledged, the shares
shall be returned to AvStar and this pledge agreement shall be terminated.
This pledge agreement shall be binding upon and inure to the benefit of the
parties, their successors, assigns and personal representatives.
In the event of default, AvStar shall pay all reasonable attorneys' fees and
cost of collections.

Signed this 17th day of November 2006.
AvStar Aviation Services, Inc.
     o/s Robert P. Gaidousek
By:_________________________________
Robert P. Gaidousek, Vice President