Exhibit 10.2

                           PEYCO SOUTH WEST REALTY INC

                NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS(R)

                               ADDENDUM E TO LEASE

                                    GUARANTEE

Demised Premises/Address:  1016 Harris Rd., Arlington, TX 76001
                          ------------------------------------------------

A. In order to induce West Harris  Property,  Inc.  ("Landlord")  to execute the
Lease (the "Lease") with U.S.  Global  Aerospace,  Inc., a Delaware  Corporation
("Tenant") for the Demised Premises described above in Tarrant County,  State of
Texas,  the  undersigned  (the  "Guarantor,"  whether  one or more than one) has
guaranteed  and by this  instrument  does hereby  guarantee the full payment and
performance  of all  liabilities,  obligations,  and duties  (including  but not
limited to  maintenance  and the payment of Rent)  imposed upon Tenant under the
terms of the Lease, as if Guarantor had executed the Lease as Tenant.

B. Guarantor  hereby waives notice of acceptance of this guarantee and all other
notices  in  connection   herewith  or  in  connection  with  the   liabilities,
obligations,  and  duties  guaranteed  hereby,  including  notices of default by
Tenant under the Lease, and waives diligence,  presentment, and suit on the part
of Landlord in the enforcement of any liability,  obligation, or duty guaranteed
hereby.

C. Landlord shall not be first  required to enforce  against Tenant or any other
person any  liability,  obligation,  or duty  guaranteed  hereby before  seeking
enforcement  thereof  against  Guarantor.  Suit may be  brought  and  maintained
against  Guarantor  by Landlord to enforce any  liability,  obligation,  or duty
guaranteed  hereby without joinder of Tenant or any other person.  The liability
of Guarantor shall not be affected by and indulgence, compromise, settlement, or
variation of terms which may be extended to Tenant by Landlord or agreed upon by
Landlord and Tenant, and shall not be impaired,  modified, changed, released, or
limited  in any  manner  whatsoever  by any  impairment,  modification,  change,
release,  or limitation of the liability of Tenant or its estate in  bankruptcy,
or of any remedy for the  enforcement  thereof,  resulting from the operation of
any present or future  provision of the United  States  Bankruptcy  Code, or any
similar law or statute of the United States or any state  thereof.  Landlord and
Tenant, without notice to or consent by the Guarantor,  may at any time or times
enter  into  such  extension,  amendments,   assignments,  subleases,  or  other
covenants respecting the Lease as they may deem appropriate; and Guarantor shall
not be released  thereby,  but shall continue to be fully liable for the payment
and performance of all liabilities,  obligations, and duties of Tenant under the
Lease as so extended, amended, assigned or otherwise modified.

D. Other agreements similar to this guarantee may, at Landlord's sole option and
discretion,  be  executed  by other  persons  with  respect to the  Lease.  This
Guarantee  shall be cumulative of any such  agreements and the  liabilities  and
obligations  of  Guarantor  under  this  Guarantee  shall  not  be  affected  or
diminished  by  reason  of  such  other   agreements  and  the  liabilities  and
obligations  of  Guarantor  under  this  Guarantee  shall  not  be  affected  or
diminished by reason of such other  agreements.  Moreover,  if Landlord  obtains
another  signature of more than one guarantor on this  Guarantee or by obtaining
additional guarantee  agreements,  or both,  Guarantor agrees that Landlord,  in
Landlord's  sole  discretion,  may (i) bring suit against all  guarantors of the
Lease, jointly and severally,  or against any one or more of them, (ii) compound
or  settle  with any one or more of the  guarantors  for such  consideration  as
Landlord may deem proper,  and (iii) release one or more of the guarantors  from
liability.  No such  action  shall  impair the rights of Landlord to enforce the
Lease against any remaining guarantor or guarantors, including Guarantor.


<PAGE>

E. If  Guarantor  is a  corporation,  then the  undersigned  officer  personally
represents  and  warrants  that the Board of Directors  of the  corporation,  by
unanimous  consent or in a duly held meeting,  has  authorized  the execution of
this Guarantee and determined  that this Guarantee may reasonably be expected to
benefit the corporation.

F. If  Landlord  employs  an  attorney  to  present,  enforce  or defend  any of
Landlord's  rights  or  remedies  under  this  Guarantee,  Guarantor  shall  pay
Landlord's reasonable attorney's fees and court costs.

G. This Guarantee  shall be binding upon Guarantor and  Guarantor's  successors,
heirs, executors, and administrators, and shall inure to the benefit of Landlord
and Landlord's successors, heirs, executors, administrators, and assigns.

EXECUTED on the dates  beneath  the  signatures  below,  to be  effective  as of
Effective Date of the Lease.

<TABLE>
<CAPTION>
GUARANTOR                                                     GUARANTOR
---------                                                     ---------
<S>                                                           <C>
By [Signature]:   /s/Julie Seaman                             By [Signature]:
                ----------------------------                                  ----------------------------
Name: Julie Seaman                                            Name:
      --------------------------------------                        --------------------------------------
Title:   Personally and Individually                          Title:
       -------------------------------------                         -------------------------------------
Home Address:                                                 Home Address:
              ------------------------------                                ------------------------------

--------------------------------------------                  --------------------------------------------

--------------------------------------------                  --------------------------------------------
Social Security No.:       Redacted                           Social Security No.:
                     ---------------                                              -----------------------
Drivers License No.: Redacted State: Redacted                 Drivers License No.:                State:
                     --------        --------                                      ---------------       -
Date of Execution:         5/1/03                             Date of Execution:
                   -------------------------                                     -------------------------
</TABLE>


         [IF A PERSON IS SIGNING AS AN OFFICER OF A CORPORATE GUARANTOR,
                     SPECIFY THE PERSON'S CORPORATE TITLE.]

(C) Copyright 1996 NTCAR form 02E (196)
H. If, after a period of one year, a default in accordance  with lease dated May
1, 2003 has not occurred, this Guarantee, Addendum E To Lease, will no longer be
valid and will  terminate in it's entirety  along with written  confirmation  by
Landlord to Guarantor.