Exhibit 10.1

April 11, 2003
                                                                      $14,000.00

                                 PROMISSORY NOTE


         FOR VALUE RECEIVED, US Global Aerospace, Inc., hereafter referred to as
"Maker," promises to pay to the order of Wilford Simpson, hereafter referred to
as "Holder," the sum of Fourteen Thousand ($14,000.00) Dollars, together with
interest thereon on or before October 31, 2003.

         1. INTEREST RATE. Interest shall accrue daily on the outstanding
principal balance of at the rate of ten percent (10%) per annum, prior to
maturity, and after maturity at the maximum rate permitted by law, but in no
event less than eighteen percent (18%) per annum, together with interest on all
amounts unpaid on this Note from the date of this Note until maturity.

         2. PREPAYMENT. Maker shall have the right to prepay this Note in whole
or in part, at any time, and in such amounts as Maker shall so desire, and, from
time to time, as Maker sees fit. Interest shall immediately cease to accrue as
of the date of the prepayment on any amount of the principal that is so prepaid.
Any prepayment of the principal shall be credited to the payment of the
installments last accruing under this Note. Prepayment of a part of this Note
shall not affect the Maker's obligations to continue the regular payments stated
in this Note.

         3. DEFAULT. It is agreed that time is of the essence of this Note. If
default is made in any part of the principal or interest of this Note as it
becomes due and payable upon the performance of any obligation, agreement, or
covenant contained in any instrument securing payment of this Note, then the
Holder shall have the option to declare the entire unpaid balance of both the
principal and accrued interest immediately due and payable without notice, and
may foreclose any and all liens securing payments under this Note. Failure of
Holder to exercise this option shall not constitute a waiver of Holder's right
to exercise this option in the event of any subsequent default.

         It is further agreed that all past due principal and interest shall
bear interest from the date it is due until paid at the maximum lawful rate at
which the undersigned may legally contract under the laws of the State of Texas
or under other applicable federal laws. In any event, all past due principal and
interest shall bear an interest rate of no less than eighteen percent (18%).

         4. ATTORNEY'S FEES. In the event of default under this Note or under
any of the accompanying instruments securing payment of this Note, or if this
Note is placed in the hands of an attorney or agency for collection, regardless
of whether or not suit is filed, or if this Note is collected by suit or legal
process including, but not limited to, through the probate court or bankruptcy
proceedings, Maker agrees to pay reasonable attorney's fees and the expenses of
collection.

         5. AMENDMENT AND WAIVER. This Note may be amended, or the terms hereof
waived, only in writing and having been executed by all of the parties to this
Note.

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         6. USURY EXCLUSION. All agreements between Maker and Holder are
expressly limited so that under no circumstances or event shall the amount paid
or agreed to be paid to Holder for the use, forbearance, or detention of the
money to be lent under this Note exceed the maximum amount permissible under the
applicable federal and state usury laws. It is therefore the intention of Maker
and Holder to conform strictly to any state and federal usury laws applicable to
this loan transaction, and to permit the highest rate of interest according to
law. Therefore, in this Note, or in any of the documents securing payment of
this Note or otherwise relating to this Note, the aggregate of all interest and
any other charges constituting interest under the applicable law, contracted
for, chargeable, or receivable under this Note or otherwise in connection with
this loan transaction, shall under no circumstances exceed the maximum amount of
interest permitted by law.

         7. BINDING EFFECT. This Note binds, and shall inure to the benefit of,
the parties and their respective successor and assigns.

         8. CONSTRUCTION. This Note shall be governed by and construed under the
laws of the State of Texas and the laws of the United States of America.

         IN WITNESS WHEREOF, the undersigned has executed this Note on the date
first written above.


                                             US GLOBAL AEROSPACE, INC.

                                             By /s/John Robinson
                                               ---------------------------------
                                                      John Robinson, Chairman


                                                               MAKER