Us Global Nanospace Inc Sample Contracts

Us Global Nanospace Inc – AMENDED AND RESTATED 2002 STOCK PLAN (November 30th, 2006)

Exhibit 10 US GLOBAL NANOSPACE, INC. AMENDED AND RESTATED 2002 STOCK PLAN As Adopted April 10, 2003 and Amended on November 22, 2006 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company's future performance through awards of Options, the right to purchase Common Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 2. 2. DEFINITIONS. As used in this Plan, the following terms will have the following meanings: "AWARD" means any award under this Plan, including any Option, Stock Award or Stock Bonus. "AWARD AGREEMENT" means, with respect to e

Us Global Nanospace Inc – UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION (October 2nd, 2006)

Plaintiff, the Securities and Exchange Commission (“Commission”), files this Unopposed Motion to Enter Agreed Final Judgment and would respectfully show the Court as follows:

Us Global Nanospace Inc – IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION (October 2nd, 2006)

Securities and Exchange Commission, Plaintiff, vs. US Global Nanospace, Inc.; John D. Robinson; and Julie E. Seaman, CASE NO. CV ___________ Consent of Defendant US Global Nanospace, Inc.

Us Global Nanospace Inc – MODIFICATION TO SETTLEMENT AGREEMENT (June 27th, 2006)

Pursuant to Section 13 of the AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE (the "Agreement"), this MODIFICATION TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE is entered into by and between Defendant U.S. Global Nanospace, Inc. (f/k/a U.S. Global Aerospace, Inc.) ( “USGN”) and Plaintiff Everest International, Inc. f/k/a West Harris Property, Inc. (“Everest”). USGN and Everest hereby agree to the following modification of USGN’s obligations under Section 2 of the Agreement:

Us Global Nanospace Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (June 27th, 2006)

This AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE (the "Agreement") is entered into by and between Defendants U.S. Global Nanospace, Inc. (f/k/a U.S. Global Aerospace, Inc.) ( “USGN”) and Julie Seaman (“Seaman”), Plaintiff Everest International, Inc. f/k/a West Harris Property, Inc. (“Everest”), and USDR, Inc., USDR Aerospace, LTD., Lake Comanche Ranch, LTD., Avcom Technologies, LTD., and Serliuqs Corp., (collectively “USDR”). Hereafter, the aforementioned business entities and individuals shall be jointly referred to as “Parties.”

Us Global Nanospace Inc – PURCHASE AGREEMENT (June 27th, 2006)

This PURCHASE AGREEMENT (hereinafter the “Agreement”) is made and entered into as of this _____ day of June 2006, by and between US Global Nanospace, Inc. (the “Purchaser”), and USDR, Inc. (the “Seller”), with reference to the following facts:

Us Global Nanospace Inc – LINE OF CREDIT PROMISSORY NOTE (May 30th, 2006)

FOR VALUE RECEIVED FOR GOODS AND SERVICES, US Global Nanospace, Inc., ("Borrower") promises to pay to the order of Ghassan Alamdar ("Lender"), an individual, the principal sum of One Hundred Thousand Dollars ($100,000), or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in accords with the Lender's criteria as outlined in this document. It is the intent of the Borrower and Lender hereunder to create a line of credit agreement between Borrower and Lender whereby Borrower may borrow up to One Hundred Thousand Dollars ($100,000) from Lender by virtue of the Lender’s audited direct compensation for goods and services as identified and agreed to by the parties for the in country demonstration of the MAPSANDS technology for the government of [UNDISCLOSED COUNTRY]*; provided, however, that Lender has no obligation to lend Borrower any amounts hereunder greater than the amount stated herein and the decision to lend such money shall be in accord with the obl

Us Global Nanospace Inc – AMENDED AND RESTATED CONSULTING AGREEMENT (May 26th, 2006)

This Amended and Restated Consulting Agreement (“Agreement”) is made as of May 24, 2006 by and between Pat Scorzelli, an individual whose principal address is 78 Maple Avenue, Leominster, Massachusetts (the “Consultant”), and US Global Nanospace, Inc., a Delaware corporation (the “Company”), and is made with reference to the following:

Us Global Nanospace Inc – CHANGE IN TERMS AGREEMENT (February 21st, 2006)

CHANGE IN TERMS AGREEMENT Borrower: US Global Nanospace, Inc. Lender: USDR, Inc. 2533 N. Carson St., Suite 5107 Carson City, NV 89706 Principal: Amounts up to $350,000.00 Interest Rate: 10.000% Loan Date: May 13, 2005 Maturity: August 13, 2005 Date of Agreement: December 31, 2005 DESCRIPTION OF EXISTING INDEBTEDNESS A Revolving Promissory Note dated May 13, 2005 in original principal amounts up to $350,000.00. DESCRIPTION OF CHANGE IN TERMS The maturity date of this Note is being extended to March 31, 2006. All other terms and conditions remain unchanged. PROMISE TO PAY US Global Nanospace, Inc., ("Borrower") promises to pay to USDR, Inc. ("Lender"), the principal balance then outstanding, together with interest at the rate of 10.000% per annum on

Us Global Nanospace Inc – DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (January 11th, 2006)

Exhibit 10.2 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT ---------------------------------------------- This Agreement is made and entered into this 7th day of January 2006 (the "Agreement"), by and between US Global Nanospace, Inc., a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Kevin Cronin (the "Indemnitee"). WHEREAS, the Indemnitee has been offered employment as an officer of the Company; WHEREAS, as an officer of the Company, the Indemnitee may be exposed to significant litigation risks and expenses, and the Company does not currently carry directors and officers liability insurance; WHEREAS, in light of the foregoing, the Company desires to provide the Indemnitee with specific contractual assurance of

Us Global Nanospace Inc – EMPLOYMENT AGREEMENT (January 11th, 2006)

Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is entered into on January 7th, 2006 by and between Kevin Cronin (the "Executive") and US Global Nanospace, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company believes that Executive's service, experience, and knowledge are valuable to the Company in connection with its business; and WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Chief Financial Officer, Treasurer and Secretary of the Company. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby employs Executive and Executive accepts such employment upon the terms and condit

Us Global Nanospace Inc – EMPLOYMENT AGREEMENT (December 22nd, 2005)

EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is entered into on December 21, 2005 by and between Carl H. Gruenler (the "Executive") and US Global Nanospace, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company believes that Executive's service, experience, and knowledge are valuable to the Company in connection with its business; and WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the President and Chief Executive Officer of the Company and the Chairman of its Board of Directors. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby employs Executive and Executive accepts such employment upon the terms and conditions hereinafter set forth. 2. Term of Employment. Subject

Us Global Nanospace Inc – DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (December 13th, 2005)

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Agreement is made and entered into this 8th day of December 2005 (the "Agreement"), by and between US Global Nanospace, Inc., a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and John D. Robinson (the "Indemnitee"). WHEREAS, the Indemnitee has served as an officer and/or director of the Company since May 2002; WHEREAS, the Company has incurred substantial liability to the Indemnitee and one or more of his controlled Entities resulting from loans made to the Company and accrued but unpaid salary owed by the Company to the Indemnitee; WHEREAS, as an officer and director of the Company, the Indemnitee has been exposed to significant litigation risks and expenses, and the Company does not currently carry directors and officers liability insurance; WHEREAS, in light of

Us Global Nanospace Inc – DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (December 13th, 2005)

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Agreement is made and entered into this 8th day of December 2005 (the "Agreement"), by and between US Global Nanospace, Inc., a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Carl H. Gruenler (the "Indemnitee"). WHEREAS, the Indemnitee has served as an officer of the Company since August 2005; WHEREAS, as an officer of the Company, the Indemnitee has been exposed to significant litigation risks and expenses, and the Company does not currently carry directors and officers liability insurance; WHEREAS, in light of the foregoing, the Company desires to provide the Indemnitee with specific contractual assurance of the Indemnitee's rights to full indemnification against litigation risks and expenses (regardless, among other things, of any amendment to or revocation of any

Us Global Nanospace Inc – DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (December 13th, 2005)

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Agreement is made and entered into this 8th day of December 2005 (the "Agreement"), by and between US Global Nanospace, Inc., a Delaware corporation (the "Company", which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and Julie Seaman (the "Indemnitee"). WHEREAS, the Indemnitee has served as an officer and director of the Company since May 2002; WHEREAS, the Company has incurred substantial liability to the Indemnitee resulting from loans made to the Company and accrued but unpaid salary owed by the Company to the Indemnitee; WHEREAS, as an officer and director of the Company, the Indemnitee has been exposed to significant litigation risks and expenses, and the Company does not currently carry directors and officers liability insurance; WHEREAS, in light of the foregoing, the Company desires to provide the

Us Global Nanospace Inc – Re: Consideration for Continuing Loan Guaranty (December 13th, 2005)

US GLOBAL NANOSPACE, INC. December 8, 2005 Via Email John Robinson Re: Consideration for Continuing Loan Guaranty Dear John: This letter confirms our agreement to provide you with certain consideration for your continuing guaranty of our revolving line of credit with Western Security Bank (the "Loan"). Specifically, US Global Nanospace, Inc. agrees to issue to you, on a monthly basis for thirty consecutive calendar months from the date of this letter, with the first issuance to occur as of the date hereof, $5,831.77 payable in restricted common stock of the Corporation (the "Monthly Issuance"). The shares of common stock issued to you pursuant to this letter shall be valued at the closing price of the common stock on the last trading day of the calendar month for which the shares are being issued. For example, if the shares are due on December 16 for the calendar month from November 15-December 15, the shar

Us Global Nanospace Inc – AND ROYALTY AGREEMENT (December 13th, 2005)

AMENDMENT TO INTELLECTUAL PROPERTY ASSIGNMENT AND ROYALTY AGREEMENT The Intellectual Property Assignment and Royalty Agreement dated as of the 14th day of May, 2002, between USDR AEROSPACE, LTD., a Texas limited partnership, (hereinafter "Assignor") and U.S. GLOBAL NANOSPACE, INC. (formerly USDR GLOBAL AEROSPACE, LTD.), a Delaware corporation (hereinafter "Assignee"), is hereby amended by the parties pursuant to the terms thereof to add the following provision: The term "sales" as used herein shall include all net revenues received by Assignee from any and all sales and/or licensing of products and/or services, including, without limitation, net revenues received by Assignee from licensing of intellectual property rights and from providing consulting services to others. This Agreement will remain in full force and effect in accordance with its terms notwithstanding the expiration of

Us Global Nanospace Inc – AGREEMENT TO CONVERT DEBT (November 23rd, 2005)

AGREEMENT TO CONVERT DEBT This Agreement to Convert Debt (the "Agreement") is made as of the 7th day of November 2005 (the "Effective Date") by and between USDR Aerospace, Ltd. (referred to herein as the "Holder") and US Global Nanospace, Inc., a Delaware corporation (referred to herein as the "Company"). RECITALS A. Since inception, the Company has received employee and product services from the Holder, and currently owes the Holder the sum of $300,720.44 (the "Amount Owed"). B. The Company wishes to pay the Amount Owed by issuing securities to the Holder and the Holder has agreed to accept the Company's securities as full and final payment of the Amount Owed, in accordance with the terms of this Agreement. Therefore, the Company and the Holder agree as follows: AGREEMENT 1. Transfer of Securities and Cancellation of Debt. (a) Securities

Us Global Nanospace Inc – AGREEMENT TO CONVERT DEBT (November 23rd, 2005)

AGREEMENT TO CONVERT DEBT This Agreement to Convert Debt (the "Agreement") is made as of the 8th day of November 2005 (the "Effective Date") by and between USDR, Inc. (referred to herein as the "Holder") and US Global Nanospace, Inc., a Delaware corporation (referred to herein as the "Company"). RECITALS A. Pursuant to a promissory note originally dated May 13, 2005 (the "Promissory Note"), the Company currently owes to the Holder, in principal and accrued interest, the sum of $173,852.77 (the "Amount Owed"). B. According to the terms of the Promissory Note, the Amount Owed was due and payable in full on August 13, 2005. C. The Company wishes to pay the Amount Owed by issuing securities to the Holder and the Holder has agreed to accept the Company's securities as full and final payment of the Amount Owed, in accordance with the terms of this Agreement. Therefore, the Company and the Hol

Us Global Nanospace Inc – CHANGE IN TERMS AGREEMENT (November 23rd, 2005)

CHANGE IN TERMS AGREEMENT ------------------------- Borrower: US Global Nanospace, Inc. Lender: USDR, Inc. 2533 N. Carson St., Suite 5107 Carson City, NV 89706 Principal: Amounts up to $350,000.00 Interest Rate: 10.000% Loan Date: May 13, 2005 Maturity: August 13, 2005 Date of Agreement: October 31, 2005 DESCRIPTION OF EXISTING INDEBTEDNESS A Revolving Promissory Note dated May 13, 2005 in original principal amounts up to $350,000.00. DESCRIPTION OF CHANGE IN TERMS The maturity date of this Note is being extended to DECEMBER 31, 2005. All other terms and conditions remain unchanged. PROMISE TO PAY US Global Nanospace, Inc., ("Borrower") promises to pay to USDR, Inc. ("Lender"), the principal balance then outstanding, together with interest at

Us Global Nanospace Inc – AMENDED AND RESTATED 2002 STOCK PLAN (September 12th, 2005)

Exhibit 10 US GLOBAL NANOSPACE, INC. AMENDED AND RESTATED 2002 STOCK PLAN As Adopted April 10, 2003 and Amended on September 8, 2005 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company's future performance through awards of Options, the right to purchase Common Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 2. 2. DEFINITIONS. As used in this Plan, the following terms will have the following meanings: "AWARD" means any award under this Plan, including any Option, Stock Award or Stock Bonus. "AWARD AGREEMENT" means, with respec

Us Global Nanospace Inc – 2005 STOCK PLAN (August 30th, 2005)

US GLOBAL NANOSPACE, INC. 2005 STOCK PLAN As Adopted August 25, 2005 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and its Parent and Subsidiaries (if any), by offering them an opportunity to participate in the Company's future performance through awards of Options, the right to purchase Common Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 2. 2. DEFINITIONS. As used in this Plan, the following terms will have the following meanings: "AWARD" means any award under this Plan, including any Option, Stock Award or Stock Bonus. "AWARD AGREEMENT" means, with respect to each Award, the signed written agreement between the Company and the Par

Us Global Nanospace Inc – DEVELOPMENT AND LICENSE AGREEMENT (June 1st, 2005)

[CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND SEPARATELY FILED WITH THE COMMISSION] Exhibit 10.1 DEVELOPMENT AND LICENSE AGREEMENT THIS DEVELOPMENT AND LICENSE AGREEMENT (the "AGREEMENT"), dated as of August 2, 2004 (the "EFFECTIVE DATE"), is made by and between U.S. GLOBAL NANOSPACE, INC. a Delaware corporation ("USGN"), on the one hand, and KIDDE FIRE FIGHTING INC. a Pennsylvania corporation ("Kidde") (as used herein the term "party" means either USGN or Kidde and the term "parties" means both USGN and Kidde). BACKGROUND WHEREAS, USGN has entered into that certain TIAX AGREEMENT (as defined in Section 1.20 below), pursuant to which it acquired an exclusive license to practice certain patent and technology rights related to the commercialization of products and/or services i

Us Global Nanospace Inc – AGREEMENT TO CONVERT DEBT (May 16th, 2005)

Exhibit 10.1 AGREEMENT TO CONVERT DEBT This Agreement to Convert Debt (the "Agreement") is made as of the 11th day of May 2005 (the "Effective Date") by and between USDR Aerospace, Ltd. (referred to herein as the "Holder") and US Global Nanospace, Inc., a Delaware corporation (referred to herein as the "Company"). RECITALS A. Pursuant to a promissory note originally dated April 18, 2003 and subsequently amended on June 30, 2004 and again on December 30, 2004 (the "Promissory Note"), the Company currently owes to the Holder, in principal and accrued interest, the sum of $112,868.59 (the "Amount Owed"). B. According to the terms of the Promissory Note, the Amount Owed was due and payable in full on February 28, 2005. C. The Company wishes to pay the Amount Owed by issuing securities to the Holder and the Holder has agreed to ac

Us Global Nanospace Inc – AGREEMENT TO CONVERT DEBT (May 16th, 2005)

Exhibit 10.2 AGREEMENT TO CONVERT DEBT This Agreement to Convert Debt (the "Agreement") is made as of the 11th day of May 2005 (the "Effective Date") by and between USDR, Inc. (referred to herein as the "Holder") and US Global Nanospace, Inc., a Delaware corporation (referred to herein as the "Company"). RECITALS A. Pursuant to a promissory note originally dated June 6, 2003 and subsequently amended on June 11, 2004 and again on December 30, 2004 (the "Promissory Note"), the Company currently owes to the Holder, in principal and accrued interest, the sum of $190,152.42 (the "Amount Owed"). B. According to the terms of the Promissory Note, the Amount Owed was due and payable in full on February 28, 2005. C. The Company wishes to pay the Amount Owed by issuing securities to the Holder and the Holder has agreed to accept the Company's

Us Global Nanospace Inc – CHANGE IN TERMS AGREEMENT (February 25th, 2005)

CHANGE IN TERMS AGREEMENT Borrower: US Global Nanospace, Inc. Lender: USDR(NV), Inc. f/k/a US Global Aerospace, Inc. 2533 N. Carson St., Suite 5107 Carson City, NV 89706 Principal: Amounts up to $500,000.00 Interest Rate: 10.000% Loan Date: June 6, 2003 Maturity: December 31, 2004 Date of Agreement: December 30, 2004 DESCRIPTION OF EXISTING INDEBTEDNESS A Revolving Promissory Note dated June 6, 2003 in original principal amounts up to $125,000.00, increased for amounts up to $500,000.00 on June 11, 2004. DESCRIPTION OF CHANGE IN TERMS The maturity date of this Note is being extended to February 28, 2005. All other terms and conditions remain unchanged. PROMISE TO PAY US Global Nanospace, Inc. f/k/a US Global Aerospace, Inc., ("Borrower") promises to pa

Us Global Nanospace Inc – CHANGE IN TERMS AGREEMENT (February 25th, 2005)

CHANGE IN TERMS AGREEMENT Borrower: US Global Nanospace, Inc. Lender: USDR Aerospace, Ltd. f/k/a US Global Aerospace, Inc. 2533 N. Carson St., Suite 5107 Carson City, NV 89706 Principal: Amounts up to $100,000.00 Interest Rate: 10.000% Loan Date: April 18, 2003 Maturity: December 31, 2004 Date of Agreement: December 30, 2004 DESCRIPTION OF EXISTING INDEBTEDNESS A Revolving Promissory Note dated April 18, 2003 in original principal amounts up to $100,000.00, amended on June 30, 2004 to include amounts up to $200,000.00. DESCRIPTION OF CHANGE IN TERMS The maturity date of this Note is being extended to February 28, 2005. All other terms and conditions remain unchanged. PROMISE TO PAY US Global Nanospace, Inc. f/k/a US Global Aerospace, Inc., ("Borrower") promi

Us Global Nanospace Inc – PATENT AND TECHNOLOGY LICENSE AGREEMENT (February 9th, 2005)

AMENDMENT NO. 1 TO PATENT AND TECHNOLOGY LICENSE AGREEMENT This AMENDMENT NO. 1 ("AMENDMENT") is made as of this 3rd day of October, 2003 between U.S. Global Nanospace, Inc., a Delaware corporation, having a principal place of business at 2533 North Carson, Suite 5107, Carson City, Nevada 89706 ("LICENSEE") and TIAX LLC, a Delaware limited liability company having a principal place of business located at 15 Acorn Park, Cambridge, Massachusetts 02140 ("LICENSOR"). RECITALS A. LICENSOR and LICENSEE are parties to a certain PATENT AND TECHNOLOGY LICENSE AGREEMENT entered into by the parties dated July 25, 2003 (the "AGREEMENT"), pursuant to which LICENSOR has licensed to LICENSEE certain intellectual property, including patents. All capitalized terms used in this AMENDMENT which are defined in the A

Us Global Nanospace Inc – PATENT AND TECHNOLOGY LICENSE AGREEMENT (February 9th, 2005)

PATENT AND TECHNOLOGY LICENSE AGREEMENT This AGREEMENT ("AGREEMENT") is made on this 24th day of July, 2003 between U.S. Global Nanospace, Inc., a Delaware corporation, having a principal place of business at 2533 North Carson, Suite 5107, Carson City, Nevada 89706 ("LICENSEE") and TIAX LLC, a Delaware limited liability company having a principal place of business located at 15 Acorn Park, Cambridge, Massachusetts 02140 ("LICENSOR"). TABLE OF CONTENTS RECITALS Page 1 I. EFFECTIVE DATE Page 1 II. DEFINITIONS Page 2 III. LICENSE Page 3 IV. CONSIDERATION, PAYMENTS AND REPORTS Page 4 V. SPONSORED RESEARCH Page 5 VI. PATENTS

Us Global Nanospace Inc – DISTRIBUTION AGREEMENT (November 16th, 2004)

[CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] DISTRIBUTION AGREEMENT THIS AGREEMENT, dated as of this 25th day of June, 2004 (the "Effective Date"), is between VITUSA PRODUCTS, INC., a New Jersey corporation, with its principal corporate address at 343 Snyder Avenue, Berkeley Heights, NJ 07922 ("Vitusa") and U.S. GLOBAL NANOSPACE, INC, a Delaware corporation, with its principal corporate address at 2533 North Carson, Suite 5107, Carson City, NV 89706 ("USGN"). RECITALS A. Vitusa desires to purchase the Product from USGN from time to time and USGN desires to sell the Product to Vitusa in accordance with the terms and conditions set forth in this Agreement. B. USGN desires to appoint Vitusa as its nonexclusive distributor to market the Product to Authorized Customers (as hereinafter defined) and Vitusa accepts such appointment on the terms

Us Global Nanospace Inc – CHANGE IN TERMS AGREEMENT (November 15th, 2004)

CHANGE IN TERMS AGREEMENT Borrower: US Global Nanospace, Inc. Lender: USDR(NV), Inc. f/k/a US Global Aerospace, Inc. 2533 N. Carson St., Suite 5107 Carson City, NV 89706 Principal: Amounts up to $125,000.00 Interest Rate: 10.000% Loan Date: June 6, 2003 Maturity: October 31, 2004 Date of Agreement: June 11, 2004 DESCRIPTION OF EXISTING INDEBTEDNESS A Revolving Promissory Note dated June 6, 2003 in original principal amounts up to $125,000.00. DESCRIPTION OF CHANGE IN TERMS Original principal amounts have been increased from $125,000.00 to $500,000.00. All other terms and conditions remain unchanged. PROMISE TO PAY US Global Nanospace, Inc. f/k/a US Global Aerospace, Inc., ("Borrower") promises to pay to USDR(NV), Inc. ("Lender"), the principal balance then

Us Global Nanospace Inc – AGREEMENT TO CONVERT DEBT (November 15th, 2004)

AGREEMENT TO CONVERT DEBT This Agreement to Convert Debt (the "Agreement") is made as of the 3rd day of August 2004 by and between Julie Seaman (referred to herein as the "Holder") and US Global Nanospace, Inc., a Delaware corporation (referred to herein as the "Company"). RECITALS A. The Holder has loaned money to the Company. The Company and the Holder agree that, as of the date of this Agreement, the total amount of principal owed on all promissory notes entered into by the Holder and the Company, (that certain promissory note dated April 29, 2003 in the amount of $12,000.00, and that certain promissory note dated May 8, 2003 in the amount of $13,000.00, and that certain revolving promissory note dated October 3, 2003 for amounts up to $100,000.00 ("the Notes"), is $124,700.00 (the "Amount Owed"). The Company and the Holder agree that the Notes became due an

Us Global Nanospace Inc – AGREEMENT TO CONVERT DEBT (November 15th, 2004)

AGREEMENT TO CONVERT DEBT This Agreement to Convert Debt (the "Agreement") is made as of the 3rd day of August 2004 by and between ROBIN BAILEY (referred to herein as the "Holder") and US GLOBAL NANOSPACE, INC., a Delaware corporation (referred to herein as the "Company"). RECITALS A. The Holder has loaned $47,283.50 to the Company, as evidenced by that certain promissory note dated January 8, 2004 (the "Note") executed by the Company in favor of the Holder. The Company and the Holder agree that, as of the date of this Agreement, the total amount of principal and accrued interest owed pursuant to the Note is $49,991.10 (the "Amount Owed"). B. The Company wishes to pay the Amount Owed by issuing shares of its Common Stock, $0.001 par value, to the Holder and the Holder has agreed to accept shares of the C

Us Global Nanospace Inc – CHANGE IN TERMS AGREEMENT (November 15th, 2004)

CHANGE IN TERMS AGREEMENT Borrower: US Global Nanospace, Inc. Lender: USDR Aerospace, Ltd. f/k/a US Global Aerospace, Inc. 2533 N. Carson St., Suite 5107 Carson City, NV 89706 Principal: Amounts up to $100,000.00 Interest Rate: 10.000% Loan Date: April 18, 2003 Maturity: June 30, 2004 Date of Agreement: June 30, 2004 DESCRIPTION OF EXISTING INDEBTEDNESS A Revolving Promissory Note dated April 18, 2003 in original principal amounts up to $100,000.00. DESCRIPTION OF CHANGE IN TERMS The maturity date of this Note is being extended to December 31, 2004. Original principal amounts have been increased from $100,000.00 to $200,000.00. All other terms and conditions remain unchanged. PROMISE TO PAY US Global Nanospace, Inc. f/k/a US Global Aerospace, Inc., ("Borrower") promises to pay

Us Global Nanospace Inc – AGREEMENT TO CONVERT DEBT (November 15th, 2004)

AGREEMENT TO CONVERT DEBT This Agreement to Convert Debt (the "Agreement") is made as of the 3rd day of August 2004 by and between PAULA BOOZER (referred to herein as the "Holder") and US GLOBAL NANOSPACE, INC., a Delaware corporation (referred to herein as the "Company"). RECITALS A. The Holder has loaned $50,000 to the Company, as evidenced by that certain promissory note dated January 9, 2004 (the "Note") executed by the Company in favor of the Holder. The Company and the Holder agree that, as of the date of this Agreement, the total amount of principal and accrued interest owed pursuant to the Note is $52,849.40 (the "Amount Owed"). B. The Company wishes to pay the Amount Owed by issuing shares of the Company's Common Stock, $0.001 par value, to the Holder and the Holder has agreed to accept the Company