Exhibit 10.3

             INTELLECTUAL PROPERTY ASSIGNMENT AND ROYALTY AGREEMENT

         THIS  AGREEMENT,  made  this  14th  day  of  May,  2002,  between  USDR
AEROSPACE, LTD., a Texas limited partnership,  (hereinafter "Assignor") and USDR
GLOBAL AEROSPACE, LTD., a Delaware corporation (hereinafter "Assignee"):

                                    Recitals

         WHEREAS,  Assignor has developed  substantial  intellectual property of
ideas, applications and products for the aviation industry, including inventions
for which international patent applications have been submitted as well as other
applications and ideas for which patent and trademark applications have not been
submitted (collectively called "Intellectual  Property", all of which are listed
in Exhibit A); and

         WHEREAS,   Assignor   desires  to  transfer   and  assign  all  of  its
Intellectual  Property  to  Assignee  in  exchange  for a royalty  to be paid on
Assignees  sales,  and  Assignee  desires  to accept the  assignment  thereof in
exchange for which Assignee is willing to pay a royalty to Assignor on it sales;

         NOW,  THEREFORE,  in  consideration of the sum of $10.00 and other good
and valuable consideration, the receipt of which is hereby acknowledged, and the
promise by Assignee to pay  Assignor a royalty of three and one-half per cent (3
1/2 %) on all of  Assignee's  sales  until  Assignor  has  received  a total  of
$15,000,000  and a  royalty  of one per  cent  (1%) of all of  Assignee's  sales
thereafter  until all patent  rights of the  Intellectual  Property have expired
(collectively  called  "Royalty"),  the Assignor hereby assigns and transfers to
the Assignee all of it's right,  title,  and interest in and to the Intellectual
Property,  and the Assignee  hereby accepts the  assignment of the  Intellectual
Property.  Assignee  agrees to pay the Royalty on or before the 10th day of each
month based on  Assignee's  sales for the  previous  month.  Assignee  agrees to
provide Assignor with a summary report of sales with each payment.  Assignor has
the right to audit  Assignee's  sales records to confirm  Assignee's  sales,  at
Assignor's sole cost and expense.

         Assignee may not transfer and assign the  Intellectual  Property to any
other  party  without the  approval  of  Assignor,  which  approval  will not be
unreasonably with held or delayed.

         Any dispute  arising out of or relating to this Agreement or any of the
transactions  contemplated  hereby shall be settled by arbitration in accordance
with the Federal  Arbitration Act and the then prevailing  rules of the American
Arbitration  Association  or its  successor  and the  venue  of any  arbitration
proceedings  shall  be the  Tarrant  County,  Texas.  The  determination  of the
arbitrator or arbitrators shall be final and binding upon the parties hereto and
judgment thereon may be entered in any court having jurisdiction. The prevailing
party shall be awarded its attorney's fees and costs of arbitration.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of State of Texas with out regard to conflict of laws principles.

         This  Agreement  represents  the  entire  understanding  and  agreement
between the parties  hereto with respect to the subject matter hereof and can be
amended,  supplemented or changed,  and any provision hereof can be waived, only
by written  instrument making specific reference to this Agreement signed by the
party against whom enforcement of any such amendment,  supplement,  modification
or waiver is sought.



<PAGE>



         IN WITNESS  WHEREOF,  this  Assignment was executed on the day and year
first above written.


                                   Signed and acknowledged

                                   ASSIGNOR

                                   USDR Aerospace, Ltd

                                   By: United States Defense Research, L.C.
                                       -General Partner


                                   By:
                                      --------------------------------
                                      Gaddy Wells, Vice President


                                   ASSIGNEE

                                   USDR Global Aerospace, Ltd.


                                   By:
                                      --------------------------------
                                      Gerald Wiener, President


<PAGE>

                                    EXHIBIT A

All rights in, arising out of, or associated with any or all of the following:

1. All trade names,  logos,  common law trademarks and service marks;  trademark
and service mark registrations and applications therefor throughout the world

2.  All  inventions   (whether  patentable  or  not),   invention   disclosures,
improvements,  trade secrets  (whether  currently  existing or in  development),
proprietary  information,  know how,  technology,  technical  data and  customer
lists, and all documentation relating to any of the foregoing;

3. The following  United States and foreign patent  applications and all issues,
reissues,  divisions,  renewals,  extensions,  provisionals,  continuations  and
continuations-in-part thereof:

         A.       U.S.  Provisional  Patent  Application for an  Anti-Ballistic,
                  Nano-Scale  Composite Sheet,  Application No. 60/327,684 filed
                  October  6,  2001,   assigned  to  USDR  Aerospace,   Ltd.  by
                  assignment  dated  October 19,  2001,  recorded in U.S. PTO on
                  January 29, 2002.

         B.       U.S.  Provisional  Patent  Application for an  Anti-Ballistic,
                  Light-Weight,  Secure Cockpit Door, Application No. 60/349,988
                  executed  on January  18,  2002 and filed  January  23,  2002.
                  Assigned to USDR Aerospace,  Ltd. by Assignment of Application
                  executed on January 18, 2002

         C.       U.S.  Provisional  Patent  Application for an  Anti-Ballistic,
                  Wide  Angle  Peephole  Viewer,   Application  No.   60/349,990
                  executed  on January  18,  2002 and filed  January  23,  2002.
                  Assigned to USDR Aerospace,  Ltd. by Assignment of Application
                  executed on January 18, 2002

         D.       PCT International  Patent  Application (US and foreign) for an
                  Anti-Ballistic,  Nano-Scale  Composite  Sheet,  filed  with US
                  Patent and Trademark Office on April 15, 2002, in name of USDR
                  Aerospace,  Ltd.  and  Stephen  Squires  (as  inventor  for US
                  purposes only), with priority reference to Item No. 1 above.

         E.       PCT International  Patent  Application for an  Anti-Ballistic,
                  Light-Weight,  Secure  Cockpit Door,  filed with US Patent and
                  Trademark  Office on April 15, 2002 in name of USDR Aerospace,
                  Ltd. and Stephen  Squires (as inventor for US purposes  only),
                  with priority reference to Item No. 2 above.

         F.       PCT International  Patent  Application for an  Anti-Ballistic,
                  Wide Angle Peephole Viewer, filed with US Patent and Trademark
                  Office on April 15, 2002 in name of USDR  Aerospace,  Ltd. and
                  Stephen  Squires  (as  inventor  for US purposes  only),  with
                  priority reference to Item No. 3 above.

         G.       PCT International Patent Application for an Integrally Vented,
                  Pressure  Equalized  Secure Cockpit Door, filed with US Patent
                  and  Trademark  Office  on  April  15,  2002  in  name of USDR
                  Aerospace,  Ltd.  and  Stephen  Squires  (as  inventor  for US
                  purposes only), with no priority reference.

IV.      All computer software  development tools, files,  records and data, all
         media on which any of the  foregoing is recorded and all  documentation
         related to any of the foregoing throughout the world.