LINE
      OF CREDIT PROMISSORY NOTE

     

    $100,000.00

     

    FOR
      VALUE RECEIVED FOR GOODS AND SERVICES, US Global Nanospace,
      Inc.,
      ("Borrower") promises to pay to the order of Ghassan Alamdar ("Lender"), an
      individual, the principal sum of One Hundred Thousand Dollars ($100,000), or
      so
      much thereof as may be disbursed to, or for the benefit of the Borrower by
      Lender in accords with the Lender's criteria as outlined in this document.
      It is
      the intent of the Borrower and Lender hereunder to create a line of credit
      agreement between Borrower and Lender whereby Borrower may borrow up to One
      Hundred Thousand Dollars ($100,000) from Lender by virtue of the Lender’s
      audited direct compensation for goods and services as identified and agreed
      to
      by the parties for the in country demonstration of the MAPSANDS technology
      for
      the government of [UNDISCLOSED
      COUNTRY]*; provided, however, that Lender has no obligation to lend
      Borrower any amounts hereunder greater than the amount stated herein and the
      decision to lend such money shall be in accord with the obligations defined
      herein.

     

    ADMINISTRATION
      FEE: A
      fee for
      this transaction shall be paid to lender based upon the paid principal of this
      line of credit equal to 8% of the final funding amount. The fee shall be a
      one-time fee and shall be paid at such time as when the principal balance of
      this Note becomes due and payable. The principal balance of this Note shall
      be
      due and payable one year from the date of this Note or upon first funding of
      a
      minimal of One Million Dollars ($1,000,000). There shall be no penalty for
      early
      repayment of all or any part of the principal.

     

    GOODS
      AND SERVICES:
      The
“goods and services” referred to in this contract shall be construed to include
      the following in country expenses: Lodging inclusive of taxes and internet
      service, ground transportation, costs incurred by ARA Media Company, generators,
      tents, and additional equipment required for the successful completion of the
      MAPSANDS demonstration.

     

    DEFAULT:
      The
      Borrower shall be in default of this Note on the occurrence of any of the
      following events: (i) the Borrower shall be dissolved or liquidated; (ii) the
      Borrower shall make an assignment for the benefit of creditors or shall be
      unable to, or shall admit in writing their inability to pay their debts as
      they
      become due; (iii) the Borrower shall commence any case, proceeding, or other
      action under any existing or future law of any jurisdiction relating to
      bankruptcy, insolvency, reorganization or relief of debtors, or any such action
      shall be commenced against the undersigned; (iv) the Borrower shall suffer
      a
      receiver to be appointed for it or for any of its property or shall suffer
      a
      garnishment, attachment, levy or execution. 

     

    REMEDIES:
      Upon
      default of this Note, Lender may declare the entire amount owing hereunder
      to be
      immediately due and payable. Lender may also use all remedies in law and in
      equity in accord with the laws of the State of California to enforce and collect
      the amount owed under this Note. Furthermore, Borrower hereby waives demand,
      presentment, and notice of dishonor, diligence in collecting, grace and notice
      of protest.

     

    ADDITIONAL
      PROVISIONS:
      This
      Note may only be waived, changed, modified, or discharged by a written
      instrument signed by duly authorized representatives of the Borrower and the
      Lender, and may not be modified verbally or in any other manner without
      unanimous consent of the parties.

     

    The
      parties acknowledge that they have read the foregoing document and agree to
      the
      terms and conditions contained therein. They further represent that they are
      duly authorized to affix their signature to this legal document and to be bound
      by the laws of the State of California this 8th
      day of May 2006.

     

    
      
        	
                US
                  Global Nanospace, Inc.

                 

              	 	
                Ghassan
                  Alamdar

                 

              
	
                Carl
                  H. Gruenler

                Chief
                  Executive Officer

              	 	
                Ghassan
                  Alamdar 

                Individual

              


      

    

     

    *
      The
      Registrant has omitted this portion of this exhibit pursuant to a request for
      confidential treatment. The omitted material has been filed separately with
      the
      Securities and Exchange Commission.