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 conditions hereinafter set forth.

      2. Term of Employment. Subject to the provisions of Section 6, the term of
Executive's  employment  pursuant to this Agreement  shall commence on and as of
the date  hereof  and shall  terminate  on  December  31,  2006.  Subject to the
provisions  of Section  6, this  Agreement  will be  automatically  renewed  for
successive  periods of one year after  December  31, 2006,  unless  Executive is
otherwise notified in writing during the Term. In this Agreement the word "Term"
shall,  depending  on the  context  used,  refer to the  initial  term or to any
renewal period.

      3. Duties;  Extent of Service.  During  Executive's  employment under this
Agreement,  Executive  (i) shall serve as an  employee  of the Company  with the
titles and  positions  of Chief  Financial  Officer,  Treasurer  and  Secretary,
reporting to the Chief Executive  Officer and Board of Directors of the Company,
and shall have such  responsibilities as the Chief Executive Officer or Board of
Directors of the Company shall from time to time  designate,  provided  that, in
all cases  Executive  shall be subject to the oversight and  supervision  of the
Chief Executive Officer and Board of Directors of the Company in the performance
of his duties,  and (ii) shall  render all services  reasonably  incident to the
foregoing. Executive hereby accepts such employment, agrees to serve the Company
in the capacities indicated,  and agrees to use Executive's best efforts in, and
shall devote  Executive's full working time,  attention,  skill and energies to,
the  advancement  of the  interests  of  the  Company  and  the  performance  of
Executive's duties and responsibilities hereunder.

      4. Salary and Stock Options.

            (a)  Salary.  Effective  as  of  the  date  of  this  Agreement  and
continuing during Executive's employment under this Agreement, the Company shall
pay  Executive a salary at the rate of two hundred  and fifty  thousand  dollars
($250,000) per annum (the "Salary"). Such Salary shall be subject to withholding
under  applicable  law, shall be prorated for partial years and shall be payable
in periodic installments not less frequently than monthly in accordance with the
Company's  usual  practice for its executive  officers as in effect from time to
time.  Until the Company  enters into a contract (or  contracts) for the sale or
licensing of its products or provision of its services,  which  contract(s) must
have a total value of at least ten  million  dollars  ($10,000,000),  the Salary
shall be paid in  registered  shares of the Company's  common  stock,  $0.01 par
value ("Common Stock"),  issued from the US Global  Nanospace,  Inc. Amended and
Restated 2002 Stock Plan or any other equity  incentive  plan the  securities of
which  are  registered  on a Form  S-8  registration  statement  filed  with the
Securities and Exchange  Commission.  Once the Company has received an executed,
legally  binding  contract  or  contracts  having a total  value of at least ten
million  dollars  ($10,000,000),  or in the event the  Company  is  sufficiently
capitalized  as determined by the Board of Directors,  the Company shall pay the
Salary in cash.


<PAGE>

            (b) Stock Grant and Options. On or about January 7, 2006 the Company
shall grant and issue to Executive one million (1,000,000)  restricted shares of
common  stock,  to vest in equal  monthly  installments  on the last day of each
calendar month during the initial Term. In addition,  the Company agrees that it
shall  increase the number of shares in its Amended and Restated 2002 Stock Plan
(the "Plan") or adopt a new equity incentive plan that will include at least six
million five hundred  thousand  (6,500,000)  shares of Common  Stock,  and shall
register  such  shares  on a Form  S-8  registration  statement  filed  with the
Securities and Exchange  Commission,  as soon as commercially  practicable after
the date of this Agreement. On the date that the Company increases the number of
shares  of  Common  Stock  in the Plan or,  alternatively,  adopts a new  equity
incentive plan, the Company shall grant to Executive,  from the Plan or from the
newly  adopted  equity  incentive  plan,  an option to purchase two million five
hundred  thousand  (2,500,000)  shares of Common Stock.  The per share  exercise
price will be no less than 85% of the last trading  price of the Common Stock on
the date that the grant is made.  The option  shall have a term of seven  years.
The option shall vest as follows:

                  (i) upon the  closing of an equity  financing  of the  Company
            with gross  proceeds of at least two million  dollars  ($2,000,000),
            Executive  shall be  entitled to  purchase  one million  (1,000,000)
            shares of Common Stock;

                  (ii) upon the  receipt of a  purchase  order  accepted  by the
            Company,  or the execution by the Company of an  agreement,  for the
            MAPSANDS  technology  or other  products,  which  purchase  order or
            agreement  has a value to the  Company  of no less than one  million
            dollars  ($1,000,000),  Executive shall be entitled to purchase five
            hundred thousand (500,000) shares of Common Stock;

                  (iii) upon the  receipt of a purchase  order  accepted  by the
            Company,  or the execution by the Company of an  agreement,  for the
            MAPSANDS  technology  or other  products,  which  purchase  order or
            agreement  has a value to the  Company of no less than five  million
            dollars  ($5,000,000),  Executive shall be entitled to purchase five
            hundred thousand (500,000) shares of Common Stock;

                  (iv) if,  for two  consecutive  quarters,  the  Company  shows
            positive cash flow in its quarterly  filings with the Securities and
            Exchange  Commission  without  further  dilution of its Common Stock
            (with the  exception  of shares of Common Stock issued from the Plan
            or from the newly adopted equity incentive plan), Executive shall be
            entitled to  purchase  five  hundred  thousand  (500,000)  shares of
            Common Stock;

provided,  however,  that upon the  termination of  Executive's  employment as a
result of the occurrence of a corporate transaction as described in Section 19.1
of the Plan (a  "Corporate  Transaction"),  any  portion of the  option  that is
unvested shall  immediately  vest.  Executive shall be entitled to this benefit,
even if the newly adopted  equity  incentive  plan does not include a comparable
provision.


<PAGE>

      5. Benefits.

            (a)  Regular  Benefits.  During  Executive's  employment  under this
Agreement,  Executive  shall be entitled to  participate in any and all medical,
pension, dental and life insurance plans and disability income plans, retirement
arrangements  and other  employment  benefits as in effect from time to time for
executive officers of the Company generally. Such participation shall be subject
to (i) the terms of the  applicable  plan documents  (including,  as applicable,
provisions  granting  discretion to the Board of Directors of the Company or any
administrative or other committee provided for therein or contemplated  thereby)
and (ii) generally applicable policies of the Company.

            (b) Vacation.  During  Executive's  employment under this Agreement,
Executive shall receive paid vacation  annually in accordance with the Company's
practices for  executive  officers,  as in effect from time to time,  but in any
event not less than two (2) weeks per calendar year.

            (c)  Expenses.   The  Company  shall  reimburse  Executive  for  all
reasonable business expenses incurred by Executive during Executive's employment
hereunder  to the  extent in  compliance  with the  Company's  business  expense
reimbursement  policies  in effect  from time to time and upon  presentation  by
Executive of such  documentation  and records as the Company  shall from time to
time require,  including costs related to annual CPA  certification  and ongoing
professional development, subject to Chief Executive Officer approval.

            (d) Taxation of Payments and Benefits.  The Company shall  undertake
to make  deductions,  withholdings  and tax reports with respect to payments and
benefits under this Agreement to the extent that it reasonably and in good faith
believes  that it is  required  to make such  deductions,  withholdings  and tax
reports.  Payments  under this  Agreement  shall be in  amounts  net of any such
deductions  or  withholdings.  Nothing in this  Agreement  shall be construed to
require the Company to make any payments to  compensate  the  Executive  for any
adverse tax effect associated with any payments or benefits or for any deduction
or withholding from any payment or benefit.

            (e)  Exclusivity of Salary and Benefits.  The Executive shall not be
entitled  to any  payments  or  benefits  other than those  provided  under this
Agreement.  Compliance  with the  provisions  of this  Section 5 shall in no way
create or be deemed to create any obligation, express or implied, on the part of
the Company or any of its  affiliates  with respect to the  continuation  of any
particular  benefit or other  plan or  arrangement  maintained  by them or their
subsidiaries  as of or prior to the date hereof or the creation and  maintenance
of any  particular  benefit or other plan or  arrangement  at any time after the
date hereof.

      6. Termination and Termination Benefits. Notwithstanding the provisions of
Section 2, Executive's employment under this Agreement shall terminate under the
following circumstances set forth in this Section 6.

            (a)  Termination  by the Company for Cause.  Executive's  employment
under this  Agreement may be terminated for Cause without  further  liability on
the part of the Company  other than for accrued  but unpaid  Salary  through the
date of  termination  effective  immediately  upon written  notice to Executive.
"Cause" shall mean the following:

                  (i) the  commission  by Executive of any act of  embezzlement,
            fraud,  larceny or theft on or from the Company or an  affiliate  of
            the Company;

                  (ii)  the   commission  by  Executive  of,  or  indictment  of
            Executive  for  a  felony  or  any  misdemeanor,  which  misdemeanor
            involves moral turpitude, deceit, dishonesty or fraud;


<PAGE>

                  (iii) failure to perform,  or materially poor  performance of,
            Executive's duties and responsibilities  assigned or delegated under
            this  Agreement,  or any  material  misconduct  or  violation of the
            Company's policies,  in either case, which continues for a period of
            thirty (30) days after written notice given to Executive; or

                  (iv) a material  breach by Executive of any of the  covenants,
            terms or provisions of this  Agreement or any agreement  between the
            Company and Executive regarding confidentiality,  non-competition or
            assignment of inventions.

            (b)  Termination  by Executive.  Executive's  employment  under this
Agreement  may be  terminated  by  Executive  by written  notice to the Board of
Directors at least sixty (60) days prior to such termination.

            (c) Termination by the Company Without Cause. Subject to the payment
of Termination Benefits pursuant to Section 6(d),  Executive's  employment under
this  Agreement  may be  terminated  without  Cause by the Company  upon written
notice to Executive at least thirty (30) days prior to such termination.

            (d) Certain  Termination  Benefits.  Unless  otherwise  specifically
provided in this Agreement or otherwise  required by law, all  compensation  and
benefits  payable to Executive  under this Agreement shall terminate on the date
of termination of Executive's  employment under this Agreement.  Notwithstanding
the foregoing,  in the event of termination of Executive's  employment  with the
Company  pursuant  to  Section  6(c)  above  or as  the  result  of a  Corporate
Transaction,  the Company shall pay to Executive the Salary for the remainder of
the  Term,  payable  in the  manner  set  forth  in  Section  4 (the  "Severance
Benefits").

            The parties  hereto agree that the  Severance  Benefits are to be in
full  satisfaction,  compromise  and  release of any claims  arising  out of any
termination  of the  Executive's  employment  pursuant to Section 6(c) or as the
result of a Corporate Transaction, and such amounts shall be contingent upon the
Executive's  delivery of a general  release of such claims upon  termination  of
employment in a form reasonably satisfactory to the Company, it being understood
that no  Severance  Benefits  shall be provided  unless and until the  Executive
determines to execute and deliver such release.

            (e) Death; Disability.  Upon the death of the Executive, or upon the
permanent disability (as defined below) of the Executive continuing for a period
in excess of sixty (60)  consecutive  days, all obligations of the Company under
this  Agreement  shall  immediately  terminate  other than any obligation of the
Company  with  respect  to  earned  but  unpaid   Salary  and  earned   benefits
contemplated  hereby  to the  extent  accrued  or  vested  through  the  date of
termination.  As used herein,  the terms "permanent  disability" or "permanently
disabled"  shall  mean the  inability  of the  Executive,  by reason of  injury,
illness  or other  similar  cause,  to  perform a major  part of his  duties and
responsibilities  in connection  with the conduct of the business and affairs of
the Company, as determined reasonably and in good faith by the Company.

            (f)  Notwithstanding  termination  of this  Agreement as provided in
this  Section 6 or any other  termination  of  Executive's  employment  with the
Company,  Executive's  obligations  under  Section 7 hereof  shall  survive  any
termination of Executive's  employment  with the Company at any time and for any
reason.


<PAGE>

      7. Confidentiality; Proprietary Rights.

            (a) Confidential  Information.  As used in this Agreement,  the term
"Confidential  Information" shall mean information belonging to the Company (for
purposes of this Section 7 including all  predecessors  of the Company) of value
to the  Company  or with  respect  to which  Company  has right in the course of
conducting  its  business  and  the  disclosure  of  which  could  result  in  a
competitive  or other  disadvantage  to the  Company.  Confidential  Information
includes  information,  whether or not patentable or copyrightable,  in written,
oral,  electronic or other tangible or intangible  forms,  stored in any medium,
including,  by way of example  and without  limitation,  trade  secrets,  ideas,
concepts,  designs,   configurations,   specifications,   drawings,  blueprints,
diagrams,  models,  prototypes,  samples,  flow  charts  processes,  techniques,
formulas,  software,  improvements,  inventions,  domain names, data,  know-how,
discoveries,  copyrightable materials, marketing plans and strategies, sales and
financial  reports and forecasts,  customer lists,  studies,  reports,  records,
books,  contracts,  instruments,  surveys,  computer  disks,  diskettes,  tapes,
computer  programs and business  plans,  prospects  and  opportunities  (such as
possible  acquisitions or  dispositions of businesses or facilities)  which have
been  discussed or  considered by the  management  of the Company.  Confidential
Information  includes  information  developed  by  Executive  in the  course  of
Executive's  employment by the Company,  as well as other  information  to which
Executive  may  have  access  in   connection   with   Executive's   employment.
Confidential  Information also includes the  confidential  information of others
with  which  the  Company  has  a  business  relationship.  Notwithstanding  the
foregoing,  Confidential  Information does not include information in the public
domain, unless due to breach of Executive's duties under Section 7(b).

            (b) Confidentiality.  In the course of performing services hereunder
on behalf of the Company and its affiliates,  Executive has had and from time to
time will have access to Confidential Information.  Executive agrees (i) to hold
the  Confidential  Information  in strict  confidence,  (ii) not to disclose the
Confidential  Information  to any person (other than in the regular  business of
the Company or its  affiliates),  and (iii) not to use,  directly or indirectly,
any of the Confidential  Information for any purpose other than on behalf of the
Company and its affiliates. All documents,  records, data, apparatus,  equipment
and  other  physical  property,   whether  or  not  pertaining  to  Confidential
Information,  that are  furnished to Executive by the Company or are produced by
Executive in connection with Executive's  employment will be and remain the sole
property of the Company. Upon the termination of Executive's employment with the
Company for any reason and as and when otherwise  requested by the Company,  all
Confidential  Information (including,  without limitation,  all data, memoranda,
customer lists,  notes,  programs and other papers and items, and  reproductions
thereof relating to the foregoing matters) in Executive's possession or control,
shall be immediately returned to the Company.

            (c) Third Party  Agreements and Rights.  Executive  hereby  confirms
that  Executive  is not bound by the terms of any  agreement  with any  previous
employer or other party that restricts in any way  Executive's use or disclosure
of information or Executive's  engagement in any business.  Executive represents
to the  Company  that  Executive's  execution  of  this  Agreement,  Executive's
employment with the Company and the  performance of Executive's  proposed duties
for the Company will not violate any obligations  Executive may have to any such
previous employer or other party. In Executive's work for the Company, Executive
will not disclose or make use of any  information in violation of any agreements
with or rights of any such previous  employer or other party, and Executive will
not  bring  to  the  premises  of the  Company  any  copies  or  other  tangible
embodiments  of  non-public  information  belonging to or obtained from any such
previous employment or other party.

            (d)  Litigation  and  Regulatory   Cooperation.   During  and  after
Executive's employment,  Executive shall cooperate fully with the Company in the
defense or prosecution of any claims or actions now in existence or which may be
brought in the future  against or on behalf of the Company that relate to events
or  occurrences  that  transpired  while  Executive was employed by the Company.
Executive's  full  cooperation  in connection  with such claims or actions shall
include,  but not be limited to, being available to meet with counsel to prepare
for  discovery  or trial and to act as a witness  on  behalf of the  Company  at
mutually  convenient times. During and after Executive's  employment,  Executive
also shall cooperate fully with the Company in connection with any investigation
or  review  of any  federal,  state or local  regulatory  authority  as any such
investigation  or review relates to events or occurrences  that transpired while
Executive was employed by the Company. The Company shall reimburse Executive for
any reasonable  out-of-pocket  expenses  incurred in connection with Executive's
performance of obligations pursuant to this Section 7(d).


<PAGE>

            (e)  Inventions.  Executive  recognizes  that  the  Company  and its
affiliates possess a proprietary interest in all of the Confidential Information
and have the exclusive right and privilege to use, protect by copyright,  patent
or trademark,  or otherwise exploit the processes,  ideas and concepts described
therein to the exclusion of Executive,  except as otherwise  agreed  between the
Company and Executive in writing.  Executive expressly agrees that any products,
inventions,  discoveries  or  improvements  made by  Executive  in the course of
Executive's  employment,  including  any of the  foregoing  which is based on or
arises out of the Confidential  Information,  shall be the property of and inure
to the exclusive  benefit of the Company.  Executive further agrees that any and
all products,  inventions,  discoveries or  improvements  developed by Executive
(whether or not able to be protected by copyright,  patent or trademark)  during
the course of his  employment,  or involving  the use of the time,  materials or
other  resources  of the  Company or any of its  affiliates,  shall be  promptly
disclosed to the Company and shall become the exclusive property of the Company,
and  Executive  shall  execute and deliver any and all  documents  necessary  or
appropriate to implement the foregoing.

            (f) Business  Opportunities.  Executive agrees, while he is employed
by the Company, to offer or otherwise make known or available to it, as directed
by the Board of Directors of the Company and without additional  compensation or
consideration, any business prospects, contracts or other business opportunities
that  Executive  may  discover,  find,  develop or otherwise  have  available to
Executive in the  Company's  general  industry and further  agrees that any such
prospects, contacts or other business opportunities shall be the property of the
Company.

            (g)  Acknowledgment.  Executive  acknowledges that the provisions of
this Section 7 are an integral part of Executive's employment  arrangements with
the Company.

      8. Parties in Interest;  Certain Remedies.  It is specifically  understood
and agreed that this  Agreement  is  intended  to confer a benefit,  directly or
indirectly,  on the  Company  and  its  direct  and  indirect  subsidiaries  and
affiliates,  and that any  breach of the  provisions  of this  Agreement  by the
Executive or any of the Executive's affiliates will result in irreparable injury
to the Company and its subsidiaries and affiliates, that the remedy at law alone
will be an inadequate remedy for such breach. Accordingly,  the Executive agrees
that if the  Executive  breaches,  or  proposes  to breach,  any portion of this
Agreement,  the Company or its subsidiaries and affiliates shall be entitled, in
addition to any other remedy it may have, to enforce the specific performance of
this Agreement by the Executive through both temporary and permanent  injunctive
relief  without the necessity of posting a bond or proving actual  damages,  but
without  limitation  of their  right to damages  and any and all other  remedies
available to them, it being understood that injunctive relief is in addition to,
and not in lieu of, such other remedies.


<PAGE>

      9.  Integration.  This Agreement  constitutes the entire agreement between
the parties with respect to the subject  matter hereof and  supersedes all prior
agreements between the parties with respect to any related subject matter.

      10. Assignment;  Successors and Assigns,  etc. Neither the Company nor the
Executive  may make any  assignment  of this  Agreement or any  interest  herein
without the prior written consent of the other party;  provided that the Company
may assign its rights under this Agreement  without the consent of the Executive
in the event that the Company shall effect a reorganization, consolidate with or
merge into any other corporation,  partnership, organization or other entity, or
transfer  all or  substantially  all of its  properties  or  assets to any other
corporation,  partnership,  organization  or other entity.  This Agreement shall
inure to the benefit of and be binding upon the Company and the Executive, their
respective successors, executors, administrators, heirs and permitted assigns.

      11.  Enforceability.  If  any  portion  or  provision  of  this  Agreement
(including,  without limitation, any portion or provision of any section of this
Agreement)  shall to any extent be declared  illegal or unenforceable by a court
of  competent  jurisdiction,  then  the  remainder  of  this  Agreement,  or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement  shall be valid and enforceable
to the fullest extent permitted by law.

      12. Waiver.  No waiver of any provision  hereof shall be effective  unless
made in writing  and signed by the  waiving  parry.  The failure of any party to
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver  by any party of any  breach of this  Agreement,  shall not  prevent  any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

      13.  Notices.  Any  notices,  requests,  demands and other  communications
provided for by this  Agreement  shall be sufficient if in writing and delivered
in person or sent by a nationally  recognized  overnight  courier  service or by
registered or certified mail, postage prepaid,  return receipt requested, to the
Executive  at the last  address  the  Executive  has filed in  writing  with the
Company or, in the case of the  Company,  at 1016 West Harris  Road,  Arlington,
Texas 76001.

      14. Amendment. This Agreement may be amended or modified only by a written
instrument  signed by the Executive and by a representative  of the Company duly
authorized by the Board of Directors.

      15.  Governing Law. This contract shall be construed under and be governed
in all respects by the laws of the State of Texas,  without giving effect to the
conflict of laws principles thereof.

      16.  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which when so executed and delivered shall be taken to be
an original and all of which taken  together  shall  constitute one and the same
document.

      17. Certain Definitions. For purposes of this Agreement, the term "person"
means  an  individual,  corporation,  limited  liability  company,  partnership,
entity, association,  trust or any unincorporated  organization;  a "subsidiary"
means  any  corporation  more  than  50  percent  of  whose  outstanding  voting
securities,  or any limited  liability  company,  partnership,  joint venture or
other entity more than 50 percent of whose total equity interest, is directly or
indirectly owned by such person; and an "affiliate" of a person shall mean, with
respect to a person or entity, any person or entity which directly or indirectly
controls,  is  controlled  by, or is under  common  control  with such person or
entity.


<PAGE>

      18.  Attorneys'  Fees and  Costs.  If any  action  at law or in  equity is
necessary to enforce or interpret  any of the rights or  obligations  under this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees,
costs, and disbursements in addition to any other relief to which the prevailing
party may be entitled.


      IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the
date first set forth above.


                                        COMPANY:
                                        --------

                                        US GLOBAL NANOSPACE, INC.


                                        By: /s/ Carl Gruenler
                                            ------------------------------------
                                        Name:   Carl Gruenler
                                        Title:  Chief Executive Officer


                                        EXECUTIVE:
                                        ----------


                                            /s/ Kevin Cronin
                                            ------------------------------------
                                                Kevin Cronin