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                               USGlobalNanospace


August 3, 2005



Mr. Carl H. Gruenler
4 Vale Road
Arrowsic, ME 04530

Dear Carl,

      U.S. Global Nanospace, Inc. (the "Company") is very pleased to confirm our
offer  of  employment  to you.  If you  accept  this  offer,  the  terms of your
employment will be governed by the Company's  general policies and procedures as
well as by the terms set forth in this letter.  Your  signature at the bottom of
this letter indicates that you have read and understood this letter and agree to
accept employment pursuant to its terms. Your employment will not begin until we
receive from you a fully executed copy of this letter as well as a completed and
signed I-9 Form and a Confidentiality and Non-Disclosure  Agreement.  This offer
is  contingent  upon  satisfactory  results  of all  reference,  education,  and
background checks and is based on the following terms and conditions:

Title:            Your title will be President and Chief Executive Officer.  You
                  will report directly to the Company's Board of Directors.

Start Date:       Unless  we agree  otherwise,  your  employment  will  begin on
                  Monday, August 1, 2005 (the "Commencement Date").

Compensation:  The  Company  will not be  obligated  to pay a cash salary to you
until it receives and accepts a firm  contract or  commitment  that will require
payment to the  Company of no less than $10  million  (the  "Contract"),  or the
Board of Directors  approves  cash salary for other  officers on a going forward
basis, not including payment in cash of previously  accrued wages to existing or
prior officers.  As an inducement for you to accept employment with the Company,
management will recommend to the Board of Directors a restricted  stock award to
you of 2 million restricted shares of common stock (the "Shares"),  with 400,000
of the  Shares  vesting  on the  Commencement  Date,  and  133,333 of the Shares
vesting on the last day of each month for 11 months  commencing August 31, 2005,
and the remaining  133,337 of the Shares  vesting on July 31, 2006. In the event
of your termination for any reason prior to August 31, 2006, all unvested Shares
shall be  cancelled.  In such  event,  a pro rated  number  of  Shares  shall be
considered to vest with respect to the month of your  termination.  In the event
of a merger or consolidation of the Company with or into another company, or the
sale of  substantially  all of the Company's  assets,  all unvested  Shares will
become vested immediately prior to the consummation of such transaction.

During the period prior to the Company  entering into the Contract,  and subject
to the receipt of such  documentation  and records as the Company will from time
to time  require,  the Company will  reimburse  you for your  reasonable  living
expenses (for the Arlington area) and travel expenses (including scheduled trips
to and from the State of Maine). The amount of these reimbursable  expenses will
be determined as soon as possible.  Aside from your living and travel  expenses,
the Company will reimburse you for all reasonable  business expenses,  up to the
amount of $800 per month,  incurred by you during your  employment to the extent
such  expenses  are  in  compliance   with  the   Company's   business   expense
reimbursement  policies in effect from time to time and upon presentation by you
of such documentation and records as the Company will from time to time require.
Expenses  in  excess  of $800 per  month  must be  approved  in  writing  by the
Company's Chief Financial Officer.


                               1016 W. Harris Road
                             Arlington, Texas 76001
                          817-375-3400 Fax 817-375-3401

<PAGE>

From and after the date that the Company  receives  and accepts the  Contract or
commences  paying cash salary to other officers on a going forward  basis,  your
starting  salary will be $16,667 per month.  Provided your  employment  with the
Company continues, your salary will be increased after six months to $20,833 per
month and then  reviewed  again 12 months after the date of this  increase.  The
Board of Directors, in its sole discretion,  may grant an annual bonus to you of
up to 1 million shares of the Company's  common stock.  The annual bonus will be
subject to any applicable tax withholdings and/or employee deductions.

During  your  employment,  you will 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 will 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. The
Company offers 10-paid holidays each calendar year.

We want to confirm for you that the Company is an at-will  employer.  This means
that every employee is free to terminate his or her employment  with the Company
at any time, with or without a reason.  Likewise, the Company also has the right
to terminate an employee's  employment at any time, with or without reason.  The
Company may also  transfer,  promote,  demote or otherwise  alter your  position
and/or  status at any time and for any reason.  Your at-will  status can only be
changed in writing signed by the Company's Board of Directors.

You are aware of the SEC's investigation of the Company,  the Company's need for
additional  capital and the fact that the  Company's  existence  is reliant upon
completing  certain  projects.  You  represent  that you have  undertaken  a due
diligence investigation of the Company and its management, including a review of
its filings with the SEC. You  represent  that you have the  qualifications  and
ability  to perform  the  services  required  by the  Company in a  professional
manner.

We sincerely  hope that you decide to join the Company.  If you would like to do
so,  please  acknowledge  your  acceptance  of our  offer by  signing  below and
returning a copy of this letter to us not later than 5:00 p.m., Central time, on
August 3, 2005.

If you have any questions regarding this letter,  please do not hesitate to call
me.

Sincerely,


/s/ John D. Robinson
John D. Robinson
Chairman & CEO



I understand and agree to the terms and  conditions set forth in this letter.  I
further understand that any misrepresentations that I have made on my employment
application or resume can result in termination. I acknowledge that no statement
contradicting this letter,  oral or written,  has been made to me, that I am not
relying on any  statement  or term not  contained  in this  letter,  and that no
agreements  exist which are  contrary to the terms and  conditions  set forth in
this letter.


Accepted by: /s/ Carl Gruenler              Date: 8/3/05
                 Carl H. Gruenler


<PAGE>

May 13, 2005                                                         $350,000.00

                           REVOLVING PROMISSORY NOTE


      FOR VALUE RECEIVED,  US Global Nanospace,  Inc.,  hereafter referred to as
"Maker,"  promises to pay to the order of USDR, Inc.,  hereafter  referred to as
"Holder," on or before August 13, 2005, the principal  balance then outstanding,
together with accrued  interest,  provided that the maximum  amount of principal
outstanding  at any one time shall be THREE  HUNDRED  FIFTY  THOUSAND and NO/100
DOLLARS  ($350,000.00)  in lawful  and  legal  tender  of the  United  States of
America.

      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.

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<PAGE>


      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.

      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 written above.



                                        US GLOBAL NANOSPACE, INC.


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

                                                        MAKER

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