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 the  Indemnitee's  rights to
full indemnification  against litigation risks and expenses  (regardless,  among
other things, of any amendment to or revocation of any the Company's Certificate
of Incorporation or by-laws or any change in the ownership of the Company or the
composition of its Board of Directors); and

      NOW,  THEREFORE,  in  consideration  of the  promises  and  the  covenants
contained herein, the Company and the Indemnitee do hereby covenant and agree as
follows:

      1. Definitions.

            (a)  "Corporate  Status"  describes  the  status of a person  who is
serving or has served (i) as a director of the Company, including as a member of
any committee thereof, (ii) as an officer of the Company,  (iii) in any capacity
with respect to any employee benefit plan of the Company, or (iv) as a director,
partner, trustee, officer, employee, or agent of any other Entity at the request
of the Company. For purposes of subsection (iv) of this Section 1(a), an officer
or director of the Company who is serving or has served as a director,  partner,
trustee,  officer, employee or agent of a Subsidiary (as defined below) shall be
deemed to be serving at the request of the Company.

            (b)  "Entity"  shall  mean  any  corporation,  partnership,  limited
liability company, joint venture, trust, foundation,  association,  organization
or other legal entity.

            (c) "Expenses"  shall mean all direct and indirect  fees,  costs and
expenses of any nature whatsoever actually and reasonably incurred in connection
with the investigation, preparation of a defense, appeal of or settlement of any
Proceeding  (as  defined  below),  including,  without  limitation,   reasonable
attorneys fees, disbursements and retainers (including,  without limitation, any
such fees,  disbursements and retainers  incurred by the Indemnitee  pursuant to
Sections  8 and  11(c) of this  Agreement),  fees and  disbursements  of  expert
witnesses,  private investigators and professional advisors (including,  without
limitation,  accountants and investment bankers), court costs, transcript costs,
fees of experts,  travel  expenses,  duplicating,  printing  and binding  costs,
telephone and fax transmission charges, postage, delivery services,  secretarial
services and other disbursements and expenses;  provided, however, that Expenses
shall not include judgments, fines, penalties or amounts paid in settlement of a
Proceeding.


<PAGE>

            (d)  "Indemnifiable  Expenses",   "Indemnifiable   Liabilities"  and
"Indemnifiable  Amounts"  shall have the  meanings  ascribed  to those  terms in
Section 3(a) below.

            (e)  "Liabilities"  shall  mean  judgments,   damages,  liabilities,
losses, penalties, excise taxes, fines and amounts paid in settlement.

            (f)  "Proceeding"  shall mean any  threatened,  pending or completed
claim,  action,  suit,   arbitration,   alternate  dispute  resolution  process,
investigation,  administrative hearing, appeal, or any other proceeding, whether
civil, criminal, administrative, arbitrative or investigative, whether formal or
informal,  whether or not he is serving in such capacity at the time any Expense
or Liability  is incurred  for which  indemnification  or  reimbursement  can be
provided  under  this  Agreement,   including  a  proceeding  initiated  by  the
Indemnitee  pursuant to Section 11 of this Agreement to enforce the Indemnitee's
rights hereunder or an action brought by or in the right of the Company.

            (g) "Subsidiary"  shall mean any corporation,  partnership,  limited
liability  company,  joint  venture,  trust or other Entity of which the Company
owns  (either  directly or through or together  with another  Subsidiary  of the
Company) either (i) a general partner, managing member or other similar interest
or (ii) (A) 50% or more of the voting power of the voting capital stock or other
voting  equity  interests of any  corporation,  partnership,  limited  liability
company,  joint venture or other Entity,  or (B) 50% or more of the  outstanding
voting  capital  stock or other  voting  equity  interests  of any  corporation,
partnership, limited liability company, joint venture or other Entity.

      2.  Services  of the  Indemnitee.  This  Agreement  shall not  impose  any
obligation on the Indemnitee or the Company to continue the Indemnitee's service
to the  Company  beyond  any  period  otherwise  required  by  law  or by  other
agreements or commitments of the parties, if any.

      3. Agreement to Indemnify.  The Company agrees to indemnify the Indemnitee
as follows:

      (a)   Subject to the  exceptions  contained in Section 4(a) below,  if the
            Indemnitee  was or is a party or is threatened to be made a party to
            any  Proceeding  (other  than an  action  by or in the  right of the
            Company)  by  reason of the  Indemnitee's  Corporate  Status,  or by
            reason of any personal  guarantee  provided by the Indemnitee or any
            Entity  controlled by the Indemnitee  with respect to any obligation
            of the Company,  the Indemnitee  shall be indemnified by the Company
            against  all  Expenses  and  Liabilities  incurred  or  paid  by the
            Indemnitee in connection with such Proceeding (referred to herein as
            "Indemnifiable    Expenses"   and    "Indemnifiable    Liabilities",
            respectively, and collectively as "Indemnifiable Amounts").

      (b)   To the fullest extent permitted by applicable law and subject to the
            exceptions contained in Section 4(b) below, if the Indemnitee was or
            is a party or is threatened to be made a party to any  Proceeding by
            or in the right of the Company to procure a judgment in its favor by
            reason of the Indemnitee's Corporate Status, the Indemnitee shall be
            indemnified  by the Company  against all  Indemnifiable  Expenses as
            well as against any amount paid by  Indemnitee  in settlement of the
            Proceeding.


<PAGE>

      4.  Exceptions  to  Indemnification.  Upon  receipt  of  a  written  claim
addressed to the Board of Directors for  indemnification  pursuant to Section 3,
the Company shall determine by any of the methods set forth in Section 145(d) of
the  Delaware  General  Corporation  Law  whether  the  Indemnitee  has  met the
applicable  standards of conduct which makes is permissible under applicable law
to indemnify the Indemnitee. If it is determined that the Indemnitee is entitled
to  indemnification,  the Indemnitee  shall be entitled to such  indemnification
under  Sections  3(a)  and  3(b)  above  in all  circumstances  other  than  the
following:


      (a)   If  indemnification  is requested under Section 3(a) and it has been
            determined  that, in connection  with the subject of the  Proceeding
            out  of  which  the  claim  for   indemnification  has  arisen,  the
            Indemnitee  failed to act (i) in good faith and (ii) in a manner the
            Indemnitee  reasonably  believed to be in or not opposed to the best
            interests of the Company and, with respect to any criminal action or
            proceeding,  the Indemnitee had reasonable cause to believe that the
            Indemnitee's  conduct  was  unlawful,  the  Indemnitee  shall not be
            entitled to payment of Indemnifiable Amounts hereunder.

      (b)   If indemnification is requested under Section 3(b) and

                  (i) it has  been  determined  that,  in  connection  with  the
            subject of the Proceeding out of which the claim for indemnification
            has arisen,  the Indemnitee  failed to act (A) in good faith and (B)
            in a  manner  the  Indemnitee  reasonably  believed  to be in or not
            opposed to the best interests of the Company,  the Indemnitee  shall
            not be entitled to payment of Indemnifiable Expenses hereunder; or

                  (ii) it has  determined  that the  Indemnitee is liable to the
            Company with respect to any claim,  issue or matter  involved in the
            Proceeding out of which the claim for indemnification has arisen, no
            Indemnifiable  Expenses  shall be paid with  respect to such  claim,
            issue or matter  unless the Court of  Chancery  or another  court in
            which such Proceeding was brought shall  determine upon  application
            that, despite the adjudication of liability,  but in view of all the
            circumstances  of the  case,  Indemnitee  is fairly  and  reasonably
            entitled to indemnity  for such  Indemnifiable  Expenses  which such
            court shall deem proper.

      5. Procedure for Payment of  Indemnifiable  Amounts.  The Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Amounts for
which the  Indemnitee  seeks payment  under Section 3 of this  Agreement and the
basis for the claim.  The Company  shall pay such  Indemnifiable  Amounts to the
Indemnitee  within ten (10)  calendar  days of receipt  of the  request.  At the
request of the Company,  the  Indemnitee  shall furnish such  documentation  and
information  as is  reasonably  available  to the  Indemnitee  and  necessary to
establish that the Indemnitee is entitled to indemnification hereunder.

      6.  Indemnification  for  Expenses  of a Party  Who is  Wholly  or  Partly
Successful.  Notwithstanding any other provision of this Agreement,  and without
limiting any such provision,  to the extent that the Indemnitee is, by reason of
the Indemnitee's  Corporate Status, a party to and is successful,  on the merits
or otherwise, in any Proceeding, the Indemnitee shall be indemnified against all
Expenses  reasonably incurred by the Indemnitee or on the Indemnitee's behalf in
connection  therewith.  If the  Indemnitee  is not  wholly  successful  in  such
Proceeding but is successful,  on the merits or otherwise, as to one or more but
less than all claims,  issues or matters in such  Proceeding,  the Company shall
indemnify  the  Indemnitee  against  all  Expenses  reasonably  incurred  by the
Indemnitee or on the  Indemnitee's  behalf in connection with each  successfully
resolved claim, issue or matter. For purposes of this Agreement, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice,  shall be deemed to be a successful result as to such claim, issue or
matter.


<PAGE>

      7. Effect of Certain  Resolutions.  Neither the settlement nor termination
of any Proceeding nor the failure of the Company to award  indemnification or to
determine that  indemnification  is payable shall create an adverse  presumption
that the Indemnitee is not entitled to indemnification  hereunder.  In addition,
the termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent  shall not create a presumption
that  the  Indemnitee  did not act in  good  faith  and in a  manner  which  the
Indemnitee  reasonably  believed to be in, or not opposed to, the best interests
of the  Company or,  with  respect to any  criminal  action or  proceeding,  had
reasonable cause to believe that the Indemnitee's action was unlawful.

      8. Agreement to Advance Expenses; Conditions. The Company shall pay to the
Indemnitee all  Indemnifiable  Expenses incurred by the Indemnitee in connection
with any  Proceeding,  including a Proceeding by or in the right of the Company,
in  advance  of the  final  disposition  of such  Proceeding,  as the  same  are
incurred.  In making any such  advance,  the ability of the  Indemnitee to repay
shall not be a factor.  To the extent  required by Delaware law, the  Indemnitee
hereby  undertakes  to repay the amount of  Indemnifiable  Expenses  paid to the
Indemnitee if it is finally determined by a court of competent jurisdiction that
the  Indemnitee is not entitled  under this  Agreement to  indemnification  with
respect to such Expenses. This undertaking is an unlimited general obligation of
the Indemnitee.

      9. Procedure for Advance Payment of Expenses.  The Indemnitee shall submit
to the Company a written request specifying the Indemnifiable Expenses for which
the Indemnitee seeks an advance under Section 8 of this Agreement, together with
documentation  evidencing  that the Indemnitee  has incurred such  Indemnifiable
Expenses.  Payment of  Indemnifiable  Expenses  under Section 8 shall be made no
later than ten (10) calendar days after the Company's receipt of such request.

      10.  Selection  of Counsel.  In the event the Company  shall be  obligated
under  this  Agreement  to  pay  Indemnifiable  Expenses  with  respect  to  any
Proceeding,  the  Company  shall be  entitled  to  assume  the  defense  of such
Proceeding with counsel approved by the Indemnitee,  which approval shall not be
unreasonably withheld,  upon delivery of written notice to the Indemnitee of the
Company's election to do so. After the Company's  assumption of the defense, the
Company shall not be liable to the Indemnitee  under this Agreement for any fees
of  counsel  subsequently  incurred  by the  Indemnitee  with  respect  to  such
Proceeding;  provided,  however, that (i) the Indemnitee shall have the right to
employ his own counsel in any such Proceeding at the Indemnitee's  expense;  and
(ii) if the  Indemnitee  shall  have  reasonably  concluded  that there may be a
conflict of interest by reason of the  representation  in such Proceeding of the
Indemnitee and the Company and/or any other defendants by the same counsel, then
the  Indemnitee  may retain his own counsel with respect to such  Proceeding and
the fees  and  expenses  of such  counsel  shall  be an  amount  for  which  the
Indemnitee is entitled to indemnification from the Company under this Agreement,
and (iii) if the Company does not retain  counsel after  assuming the defense of
the Proceeding or if counsel does not vigorously defend the Proceeding, then the
Indemnitee  may retain his own counsel with respect to such  Proceeding  and the
fees and expenses of such counsel shall be an amount for which the Indemnitee is
entitled  to  indemnification  from  the  Company  under  this  Agreement.   The
Indemnitee  shall  notify the Company in writing of any matter  with  respect to
which  the  Indemnitee  intends  to seek  indemnification  hereunder  as soon as
reasonably practicable following the receipt by the Indemnitee of written notice
thereof. The written notification to the Company shall be addressed to the Board
of Directors and shall include a description of the nature of the Proceeding and
the  facts  underlying  the  Proceeding  and be  accompanied  by  copies  of any
documents filed with the court in which the Proceeding is pending.  In addition,
the Indemnitee shall give the Company such information and cooperation as it may
reasonably require and as shall be within the Indemnitee's power.


<PAGE>

      11. Remedies of Indemnitee.

      (a)   Right to Petition  Court.  In the event that the Indemnitee  makes a
            request for payment of Indemnifiable  Amounts under Sections 3 and 5
            above, or a request for an advance of  Indemnifiable  Expenses under
            Sections 8 and 9 above,  and the Company  fails to make such payment
            or  advance  in a  timely  manner  pursuant  to the  terms  of  this
            Agreement, the Indemnitee may petition a court of law to enforce the
            Company's obligations under this Agreement.

      (b)   Burden of Proof.  In any judicial  proceeding  brought under Section
            11(a) above,  the Company  shall have the burden of proving that the
            Indemnitee is not entitled to payment of the  Indemnifiable  Amounts
            hereunder.

      (c)   Expenses.  So long as the Indemnitee prevails in any action he files
            pursuant  to  Section  11(a) or if the  Company  and the  Indemnitee
            settle such action,  the Company  agrees to reimburse the Indemnitee
            in full for any Expenses  incurred by the  Indemnitee  in connection
            with investigating, preparing for, litigating, defending or settling
            any action brought by the Indemnitee  under Section 11(a) above,  or
            in connection with any claim or counterclaim  brought by the Company
            in connection therewith.

      (d)   Validity of Agreement. The Company shall be precluded from asserting
            in any Proceeding,  including,  without limitation,  an action under
            Section 11(a) above,  that the  provisions of this Agreement are not
            valid,  binding  and  enforceable  or  that  there  is  insufficient
            consideration  for this Agreement and shall  stipulate in court that
            the Company is bound by all the provisions of this Agreement.

      (e)   Failure to Act Not a Defense.  The failure of the Company (including
            its Board of Directors or any committee  thereof,  independent legal
            counsel or  stockholders)  to make a  determination  concerning  the
            permissibility  of  the  payment  of  Indemnifiable  Amounts  or the
            advance of Indemnifiable  Expenses under this Agreement shall not be
            a defense in any action brought under Section 11(a) above, and shall
            not  create a  presumption  that  such  payment  or  advance  is not
            permissible.


<PAGE>

         12. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Indemnitee as follows:

      (a)   Authority.  The Company has all  necessary  power and  authority  to
            enter into,  and be bound by the terms of, this  Agreement,  and the
            execution, delivery and performance of the undertakings contemplated
            by this Agreement have been duly authorized by the Company.

      (b)   Enforceability.  This Agreement,  when executed and delivered by the
            Company in accordance with the provisions hereof,  shall be a legal,
            valid and binding obligation of the Company, enforceable against the
            Company in accordance with its terms,  except as such enforceability
            may be limited by  applicable  bankruptcy,  insolvency,  moratorium,
            reorganization   or  similar  laws  affecting  the   enforcement  of
            creditors' rights generally.

         13. Insurance. In the event the Company obtains directors and officers
liability insurance, the Company shall use its reasonable best efforts to
maintain such coverage in effect and the Indemnitee shall be named as an insured
in such a manner as to provide the Indemnitee the same rights and benefits as
are accorded to the most favorably insured of the Company's officers and
directors.

      (a)   Inability  to  Obtain or  Maintain  Insurance.  Notwithstanding  the
            foregoing,  the  Company  shall  have no  obligation  to  obtain  or
            maintain  director  and officer  liability  insurance if the Company
            determines  in good  faith  that such  insurance  is not  reasonably
            available, the premium costs for such insurance are disproportionate
            to the amount of coverage  provided,  the  coverage  provided by the
            insurance is limited by exclusions so as to provide an  insufficient
            benefit,   or  the  Indemnitee  is  covered  by  similar   insurance
            maintained by a subsidiary or parent of the Company.

      (b)   Notice to  Insurer.  If, at the time of the receipt of a notice of a
            claim  pursuant to Section 8 hereof,  the Company has  director  and
            officer liability insurance in effect, the Company shall give prompt
            notice of the  commencement  of such  Proceeding  to the insurers in
            accordance with the procedures set forth in the respective policies.
            The Company shall  thereafter take all necessary or desirable action
            to cause such  insurers  to pay,  on behalf of the  Indemnitee,  all
            amounts  payable as a result of such  Proceeding in accordance  with
            the terms of such policies.

      14. Fees and Expenses.  During the term of the Indemnitee's  service as an
officer or director, the Company shall promptly reimburse the Indemnitee for all
reasonable  travel and other reasonable  expenses  incurred by the Indemnitee in
connection with the Indemnitee's  service as an officer or director or member of
any board committee or otherwise in connection with the Company's business.

      15. Contract Rights Not Exclusive.  The rights to payment of Indemnifiable
Amounts and  advancement of  Indemnifiable  Expenses  provided by this Agreement
shall be in addition to, but not exclusive of, any other rights which Indemnitee
may have at any time under applicable law, the Company's  by-laws or certificate
of incorporation,  or any other agreement, vote of stockholders or directors (or
a committee  of  directors),  or  otherwise,  both as to action in  Indemnitee's
official  capacity  and as to  action  in any  other  capacity  as a  result  of
Indemnitee's serving as a director or officer of the Company.


<PAGE>

      16.  Successors.  This Agreement  shall be (a) binding upon all successors
and assigns of the Company  (including  any  transferee  of all or a substantial
portion of the  business,  stock and/or  assets of the Company and any direct or
indirect  successor by merger or consolidation or otherwise by operation of law)
and (b)  binding  on and  shall  inure to the  benefit  of the  heirs,  personal
representatives,  executors and  administrators  of  Indemnitee.  This Agreement
shall  continue  for  the  benefit  of  Indemnitee  and  such  heirs,   personal
representatives,  executors and  administrators  after  Indemnitee has ceased to
have Corporate Status.

      17.  Subrogation.  In the event of any  payment of  Indemnifiable  Amounts
under this  Agreement,  the Company  shall be  subrogated  to the extent of such
payment to all of the rights of contribution  or recovery of Indemnitee  against
other  persons,  and Indemnitee  shall take, at the request of the Company,  all
reasonable  action  necessary to secure such rights,  including the execution of
such  documents as are  necessary to enable the Company to bring suit to enforce
such rights.

      18. Change in Law. To the extent that a change in Delaware law (whether by
statute  or  judicial   decision)  shall  permit  broader   indemnification   or
advancement  of expenses than is provided  under the terms of the by-laws of the
Company  and this  Agreement,  Indemnitee  shall  be  entitled  to such  broader
indemnification  and  advancements,  and this  Agreement  shall be  deemed to be
amended to such extent.

      19.  Severability.  Whenever  possible,  each  provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this  Agreement,  or any clause thereof,
shall be determined by a court of competent jurisdiction to be illegal,  invalid
or unenforceable, in whole or in part, such provision or clause shall be limited
or modified in its  application  to the minimum  extent  necessary  to make such
provision or clause valid, legal and enforceable,  and the remaining  provisions
and clauses of this Agreement shall remain fully  enforceable and binding on the
parties.

      20.  Indemnitee as Plaintiff.  Except as provided in Section 11(c) of this
Agreement and in the next sentence,  Indemnitee shall not be entitled to payment
of Indemnifiable  Amounts or advancement of Indemnifiable  Expenses with respect
to any Proceeding brought by Indemnitee against the Company, any Entity which it
controls,  any  director  or officer  thereof,  or any third  party,  unless the
Company has consented to the initiation of such  Proceeding.  This Section shall
not apply to counterclaims or affirmative  defenses asserted by Indemnitee in an
action brought against Indemnitee.

      21. Modifications and Waiver.  Except as provided in Section 18 above with
respect to changes in Delaware law which  broaden the right of  Indemnitee to be
indemnified  by the Company,  no supplement,  modification  or amendment of this
Agreement  shall be binding  unless  executed  in writing by each of the parties
hereto.  No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement  (whether or
not similar), nor shall such waiver constitute a continuing waiver.

      22.  Notices.  Any notice or demand  which is  required  or provided to be
given under this Agreement shall be deemed to have been  sufficiently  given and
received  for all purposes  when  delivered  by hand,  telecopy,  telex or other
method of  facsimile,  or five days after being sent by certified or  registered
mail, postage and charges prepaid,  return receipt requested,  or two days after
being sent by overnight delivery providing receipt of delivery, to the following
addresses if to the Company,  2533 N. Carson Street, Suite 5108, Carson City, NV
89706 or at any other  address  designated  by the Company to the  Indemnitee in
writing; if to the Indemnitee,  at the address set forth below such Indemnitee's
name on the signature  page hereto,  or at any other  address  designated by the
Indemnitee to the Company in writing.


<PAGE>

      23.  Governing Law. This Agreement  shall be governed by and construed and
enforced  under the laws of the State of Delaware  without  giving effect to the
provisions thereof relating to conflicts of law.

      24.  Inability  of the  Company to  Indemnify.  Both the  Company  and the
Indemnitee  acknowledge  that in certain  instances  federal  law or  applicable
public  policy may prohibit  the Company from  indemnifying  its  directors  and
officers  under this  Agreement or otherwise.  The  Indemnitee  understands  and
acknowledges that the Company has undertaken or may be required in the future to
undertake with the appropriate state or federal  regulatory agency to submit for
approval any request for indemnification,  and has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to submit
the  question  of  indemnification  to a court in  certain  circumstances  for a
determination  of the  Company's  right under  public  policy to  indemnify  the
Indemnitee.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                         COMPANY:

                                         US Global Nanospace, Inc.


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


                                         INDEMNITEE:

                                             /s/ Kevin Cronin
                                             -----------------------------------
                                         Name:   Kevin Cronin